Securities Law

BCN 2006/06 - Publication for Comment of Proposed Take-Over Bid and Issuer Bid Rule [BCN - Lapsed]

Published Date: 2006-04-28
Rescinded Date: 2012-05-30
Related Document(s):

Concurrently Published:

 

 

The Commission, together with other members of the Canadian Securities Administrators (CSA), is publishing proposed National Instrument 62-104 Take-Over Bids and Issuer Bids, related forms and a proposed companion policy (collectively, proposed NI 62-104) for comment.

The CSA intend that proposed NI 62-104 be implemented as a rule, regulation, instrument or other appropriate instrument in each CSA jurisdiction.

We are also publishing for comment proposed consequential amendments to the Securities Rules and BC Implementing Rule 71-801 Implementing the Multijurisdictional Disclosure System under National Instrument 71-101 (BCI 71-801). The amendments would be necessary once proposed NI 62-104 became effective. The consequential amendments are attached to this BC Notice as Appendix A.

Consequential amendments

The consequential amendments to the Securities Rules would repeal sections of the Securities Rules that address matters covered by proposed NI 62-104. Specifically, the requirements in Part 13 of the Securities Rules would be repealed. The consequential amendments would also update cross-references.

The consequential amendments to BCI 71-801 would update the exemptions from the take-over bid and issuer bid requirements for issuers eligible to use the multijurisdictional disclosure system.

Comments

The attached CSA Notices describe where your comments and questions relating to proposed NI 62-104 can be directed. All comments received by July 28, 2006 will be considered.


April 28, 2006

 

Douglas M. Hyndman
Chair

Ref:     National Instrument 62-104 Take-Over Bids and Issuer Bids
            Form 62-014F1 Take-Over Bid Circular
            Form 62-014F2 Issuer Bid Circular
            Form 62-014F3 Directors’ Circular
            Form 62-014F4 Director’s or Officer’s Circular
            Form 62-014F5 Notice of Change or Notice of Variation
            Companion Policy 62-104CP Take-Over Bids and Issuer Bids
            Consequential amendments to the Securities Rules
            Consequential amendments to BC Implementing Rule 71-801 Implementing the Multijurisdictional Disclosure System under National Instrument 71-101

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 Policies & Instruments or Historical Policies & Instruments sections of the website.


Appendix A

Proposed Amendments to the Securities Rulesand BC Implementing Rule 71-801 Implementing the Multijurisdictional Disclosure System
under National Instrument 71-101

1.         Part 13 of the Securities Rules, B.C. Reg. 194/97, is amended by repealing sections 162 to 172, 174, and 176 to 180.

2.         Sections 156 and 157 of the Securities Rules, B.C. Reg. 194/97, are amended by

(a)        striking the phrase “or 111” wherever it appears, and

(b)        adding “or Part 6 of National Instrument 62-104 Take-Over Bids and Issuer Bids” after  “the Act”.

3.         Rule 71-801 Implementing the Multijurisdictional Disclosure System under National Instrument 71-101 is amended by

            (a)        in section 1.1,

(i)         adding the following as paragraph (c.1):
(c.1)     “NI 62-104” means National Instrument 62-104 Take-Over Bids and Issuer Bids;

(ii)        in paragraph (e), striking “, and”;

(iii)       in paragraph (f), striking “.” and substituting “, and”; and

(iv)       adding the following as paragraph (g):

(g)        a term that is defined or interpreted in NI 62-104 has the meaning ascribed to it in that Instrument.

(b)        repealing sections 3.1 and 3.2 and substituting the following:

3.1    Application of the regulations to bids -

1.    Subject to subsection (2), the following provisions of NI 62-104 do not apply to a bid made in compliance with Part 12 of NI 71-101:

(a)    sections 2.2, 2.3, 2.5, 2.7, 2.11, 2.21, 2.22, 2.24 to 2.29, 2.30, 2.31, and 3.2,

(b)    subsections 2.8(3), 2.8(4), 2.9(4), 2.10(2), 2.10(3), 2.10(5), 2.10(6), 2.23(1), 2.23(2), 2.23(3) and 3.3(1),

(c)    section 2.4 and subsection 2.23(4), unless 20 percent or more of each class of securities that is subject to the bid is held by persons whose last address as shown on the books of the issuer is in Canada, as determined in accordance with subsections 12.1(2), (3) and (4) of NI 71-101,

(d)     section 2.6, but only to the extent that the offeror need not deliver the bid to holders of securities that, before the expiry of the bid, are convertible into securities of the class that is subject to the bid and whose last address as shown on the books of the offerree issuer is in British Columbia, and

(e)     the requirement in subsection 2.8(1) that a bid circular be in the required form.

2.Despite subsection (1), an offeror under a bid must file a copy of any bid circular, notice of change, and notice of variation on the day the bid circular, notice of change or notice of variation, as applicable, is sent, or as soon as practicable after that.

3.2    Application of the Act and NI 62-104 in respect of MJDS directors’ circulars and MJDS individual director’s or officer’s circulars -

(1)  Subject to subsection (2), the following provisions of the Act and NI 62-104 do not apply to directors or individual directors or officers that elect to comply with U.S. federal securities law under Part 12 of NI 71-101 in preparing a directors’ circular or individual director’s or officer’s circular in relation to a take-over bid made for securities of the offeree issuer under Part 12 of NI 71-101:

(a)    section 99 of the Act,

(b)    section 2.17 of NI 62-104, and

(c)    subsections 2.15(2), 2.15(3), 2.15(4), 2.15(5), 2.16(2), 2.18(2), 2.18(4) and 2.18(5) of NI 62-104.

(2)  Despite subsection (1), a director, and an individual director or officer must file a copy of any directors’ circular, individual director’s or officer’s circular, notice of change, and notice of variation on the day the circular, notice of change or notice of variation, as applicable, is sent, or as soon as practicable after that.