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Securities Law

BCN 2005/46 - Adoption of National Instrument 45-106 Prospectus and Registration Exemptions and consequential amendments [BCN - Lapsed]

Published Date: 2005-09-12
Rescinded Date: 2012-05-31
Related Document(s):

Concurrently Published:

 

Adoption of National Instrument 45-106

Effective September 14, 2005, the British Columbia Securities Commission is adopting National Instrument 45-106 Prospectus and Registration Exemptions (NI 45-106) together with the other Canadian Securities Administrators (CSA). NI 45-106 is a rule that harmonizes and consolidates exemptions from the prospectus and registration requirements contained in provincial statutes, and national, multilateral and local instruments. It is being implemented through the following instruments, forms and policies:

  • National Instrument 45-106 Prospectus and Registration Exemptions
  • Companion Policy 45-106 CP
  • Form 45-106F1 Report of exempt distribution
  • Form 45-106F2 Offering Memorandum for Non-Qualifying Issuers
  • Form 45-106F3 Offering Memorandum for Qualifying Issuers
  • Form 45-106F4 Risk Acknowledgement
  • Form 45-106F5 Risk Acknowledgement-Saskatchewan Close Personal Friends and Close Business Associates.

Prior publications

On July 7, 2005 with BCN 2005/37 and BCN 2005/38, we published advance notice that, subject to government approval, we expected to adopt NI 45-106 and consequential amendments to certain national and multilateral instruments arising from the adoption of NI 45-106.

On December 17, 2004, we published NI 45-106 and the consequential amendments to national and multilateral instruments for comment (see BCN 2004/48 and BCN 2004/49). During the comment period, we received 30 written submissions. A summary of the comments and the CSA responses can be found in our advance notice of adoption (see BCN 2005/37 and BCN 2005/38). 

Consequential amendments

In order to implement NI 45-106, we needed to amend or repeal a number of national and multilateral instruments as well as a number of BC rules, instruments, forms and policies. This notice lists all of those changes.

National amendments

We are repealing or revoking the following because these exemptions are now provided in NI 45-106:

  • National Instrument 32-101 Small Securityholder Selling and Purchase Arrangements,
  • Multilateral Instrument 45-103 Capital Raising Exemptions,
  • Multilateral Instrument 45-105 Trades to Employees, Senior Officers, Directors and Consultants
  • National Instrument 62-101 Control Block Distribution Issues

We are amending the following to refer to and be consistent with NI 45-106:

  • National Instrument 33-105 Underwriting Conflicts
  • National Instrument 45-101 Rights Offerings
  • National Instrument 62-101 The Early Warning System and Related Take-over Bid and Insider Reporting Issues

We are amending and renaming Multilateral Instrument 45-102 Resale of Securities to refer to the exemptions in NI 45-106 and to reflect its adoption in Quebec, making it a national instrument.

Local amendments

Consequential amendments to the Securities Rules

We have amended the following Securities Rules, effective September 14, 2005:

  • section 88 to also refer to section 2.3 of NI 45-106
  • sections 90(1), (2) and (3) and 129(1), (2) and (3) to increase the prescribed amount for various exemptions from $97,000 or $100,000 to $150,000
  • sections 184.1, 184.2 and 184.3 to indicate that the prescribed disclosure document is the offering memorandum required under section 2.9 of NI 45-106.

Consequential amendments to other local instruments

Effective September 14, 2005, we have made minor amendments  to the following local instruments, forms and policies to ensure consistency with NI 45-106: 

  • BCP 12-602 Exempt purchaser status
  • BCF 12-602 Application for exempt purchaser status
  • BCI 13-501 Filing BC Form 45-103F4 (Formerly Form 45-902F) by facsimile
  • BCP 13-601 Required forms
  • BCI 21-501 Recognition of exchanges, self regulatory bodies, and jurisdictions
  • BCF 32-901F Information statement
  • BCIN 33-701 Trading by limited dealers under registration and prospectus exemptions
  • BCI 45-504 Trades to trust companies, insurers & portfolio managers outside BC
  • BCI 45-505 Alternative reporting requirements for exempt distributions of securities of eligible pooled funds
  • BCP 45-601 Statutory and discretionary exemptions
  • BCN 45-703 Offering documents
  • BCF 45-901F Offering memorandum for syndicated mortgages
  • BC Form 45-906F Real estate securities

Effective September 14, 2005, we have revoked BCI 45-509 Short form offerings of listed securities and units by TSX Venture listed issuers because this exemption is now provided in NI 45-106.

Forms

In all jurisdictions except BC, the forms required under NI 45-106 are stated in Part 6 of NI 45-106. In BC, our Executive Director is specifying in BCP 13-601 Required Forms the following as the required forms under NI 45-106:

  • Form 45-106F1 Report of exempt distribution
  • Form 45-106F2 Offering Memorandum for Non-Qualifying Issuers
  • Form 45-106F3 Offering Memorandum for Qualifying Issuers
  • Form 45-106F4 Risk Acknowledgement

The forms required in BC are identical to those required in the other jurisdictions.

Effective date and transition period

NI 45-106 and the consequential amendments all take effect on September 14, 2005. 

Part 8 of NI 45-106 provides a transition period allowing use of the exemptions in MI 45-103 and MI 45-105 until November 30, 2005.

The forms specified for use under the offering memorandum exemption in MI 45-103 may also be used until November 30, 2005.  

Transition period for minimum amount and asset acquisition exemptions

Under NI 45-106, the amounts prescribed for the minimum amount and asset acquisition exemptions were increased from $97,000 and $100,000 respectively to $150,000. We are providing a short transition period under BCI 45-523 Transition period for minimum purchase price and asset acquisition exemptions to allow trades to occur based on the current prescribed amounts until November 30, 2005.

Status of BC local exemptions

The CSA has issued CSA Notice 45-304 Notice of Local Exemptions listing various local exemptions being retained in each jurisdiction. For BC, the CSA Notice of Local Exemptions lists those exemptions we intend to keep. However, almost all of our current local exemptions will remain available until the implementation of our new Securities Act, S.B.C. 2004, c. 43. The date for implementation has not yet been fixed. The exceptions are MI 45-103, MI 45-105, and BCI 45-509, which are repealed or revoked effective September 14, 2005 because those exemptions are now provided in NI 45-106.

Questions

You may refer questions on NI 45-106 and the local exemptions to:

Leslie Rose
Senior Legal Counsel
Capital Markets Regulation
(604) 899-6654
(800) 373-6393 (in BC and Alberta)
lrose@bcsc.bc.ca

Electronic filing of exempt distribution reports

If you are filing an exempt distribution report in BC, we recommend that you use the Commission’s electronic filing and payment systems. Online exempt distribution report filing and electronic funds transfer are both part of the BCSC’s E-services, available at www.bcsc.bc.ca/eservices, or from the homepage of the BCSC website at www.bcsc.bc.ca.

We will launch E-service improvements to online exempt distribution reporting on Monday, September 19, 2005.

You may refer questions on electronic filing and E-services to:

BCSC Inquiries Group
(604) 899-6854
(800) 373-6393 (in BC and Alberta)
inquiries@bcsc.bc.ca

September 8, 2005

 

Douglas M. Hyndman                                            Brenda M. Leong
Chair                                                                         Executive Director

Ref:     CSA Notice 45-304 Notice of Local Exemptions
            BC Notice 2005/37
            BC Notice 2005/38
            BC Notice 2005/48
            BC Notice 2005/49
            BC Instrument 45-523 Transition period for minimum purchase price and asset acquisition exemptions

This Notice may refer to other documents. These documents can be found at the B.C. Securities Commission public website at www.bcsc.bc.ca in the section Securities Law & Policy: Policies & Instruments.

 

British Columbia Securities Commission

Multilateral Instrument 45-105

The Commission, having considered that to do so would not be prejudicial to the public interest, orders that, effective September 14, 2005, Multilateral Instrument 45-105 Trades to Employees, Senior Officers, Directors, and Consultants is revoked.

 

September 8, 2005

 

Douglas M. Hyndman
Chair

________________________________________________________________

(This part is for administrative purposes only and is not part of the Order)

Authority under which Order is made:

Act and sections: Securities Act section 171
Other (specify): not applicable 

British Columbia Securities Commission

BC Instrument 45-509

 

The Commission, having considered that to do so would not be prejudicial to the public interest, orders that, effective September 14, 2005, BC Instrument 45-509 Short form offerings of listed securities and units by TSX Venture listed issuers is revoked.


September 8, 2005 

 

Douglas M. Hyndman
Chair

 

________________________________________________________________

(This part is for administrative purposes only and is not part of the Order)

 

Authority under which Order is made:

Act and sections: Securities Act, section 171
Other (specify):