BCN 2007/42 - Adoption of forward looking information related amendments to National Instrument 51-102 Continuous Disclosure Obligations and related consequential amendments [BCN - Lapsed]

Concurrently Published:

• 13-601 - Required Forms [BCP - Rescinded]
• 41-201 - Income Trusts and Other Indirect Offerings [NP - Rescinded]
• 44-101CP - Short Form Prospectus Distributions [CP - Rescinded]
• 44-101F1 - Short Form Prospectus [F - Rescinded]
• 45-101F - Information Required in a Rights Offering Circular [F - Rescinded]
• 45-106F2 - Offering Memorandum for Non-Qualifying Issuers [F - Rescinded]
• 45-106F3 - Offering Memorandum for Qualifying Issuers [F - Rescinded]
• 51-102 - Continuous Disclosure Obligations [NI - Rescinded]
• 51-102CP - Continuous Disclosure Obligations [CP - Rescinded]
• 51-102F1 - Management’s Discussion & Analysis [F - Rescinded]
• 51-201 - Disclosure Standards [NP - Rescinded]

Effective December 31, 2007, the Commission, together with the other Canadian Securities Administrators (CSA), is adopting amendments for disclosing of forward-looking information together with related consequential amendments (the forward looking information amendments) to the following rules:

• National Instrument 51-102 Continuous Disclosure Obligations
• Form 51-102F1 Management’s Discussion and Analysis
• Form 44-101F1 Short Form Prospectus
• Form 45-101F Information Required in a Rights Offering Circular
• the Securities Rules, B.C. Reg. 194/97

We are also making amendments to the following policies:

• Companion Policy 51-102CP
• Companion Policy 44-101CP
• National Policy 41-201 Income Trusts and Other Indirect Offerings
• National Policy 51-201 Disclosure Standards

Effective December 31, 2007, we are rescinding National Policy 48 Future-Oriented Financial Information.

Also effective December 31, 2007, the Executive Director is re-specifying the following forms:

• Form 45-106F2 Offering Memorandum for Non-Qualifying Issuers
• Form 45-106F3 Offering Memorandum for Qualifying Issuers 

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 instead specifies these forms under section 182 of the Securities Act (see BCP 13-601 Required Forms). The re-specified forms are identical to those required in the other jurisdictions.

Substance and purpose of the forward-looking information amendments

The forward-looking information amendments will:

• streamline and clarify the requirements for preparing and disclosing all forward-looking information
• require an issuer to discuss in its MD & A events and circumstances that are reasonably likely to cause actual results to differ materially from any previously disclosed material forward-looking information for a period that is not yet complete
• require issuers to compare to actual results both future-oriented financial information and financial outlooks such as earnings guidance
• make conforming changes to other instruments and policies

Prior publications

We published the forward-looking information amendments and related policy changes for comment on December 1, 2006 (BCN 2006/25). On October 12, 2007, we published advance notice that subject to government approval, we expected to adopt the forward-looking information amendments and the related policy changes (BCN 2007/31).

Questions

You may refer questions to:

Carla-Marie Hait

Chief Accountant

British Columbia Securities Commission

(604) 899-6726

(800) 373-6393 (in B.C. and Alberta)
chait@bcsc.bc.ca

December 21, 2007

Douglas M. Hyndman                                                   Brenda Leong

Chair                                                                                Executive Director