Securities Law

BCN 2007/43 - Advance Notice of National Instrument 41-101 General Prospectus Requirements, Related Instruments and Consequential Amendments [BCN - Lapsed]

Published Date: 2007-12-21
Rescinded Date: 2012-05-30
Related Document(s):

Concurrently Published:

In the attached advance notice, the Canadian Securities Administrators announce the expected implementation of National Instrument 41-101 General Prospectus Requirements (NI 41-101), its related forms and companion policy, effective March 17, 2008.  The advance notice also announces consequential amendments to a number of other national instruments and policies.

 

Local Amendments
We expect to amend or repeal most of the prospectus-related sections in the Securities Rules. The text of those amendments is attached as Appendix L of the advance notice. Most of the amendments remove provisions that are replaced by provisions in NI 41-101 or change references to sections in the Act that are repealed or amended in Bill 20, the Securities Amendment Act, 2006 (Bill 20). We discuss Bill 20 in more detail later in this notice.

The amendments to section 120 of the Securities Rules generally harmonize the prospectus receipt-refusal grounds in British Columbia with those in other jurisdictions.

 

We will retain section 120(2)(i) of the Rules, which is a receipt refusal ground that is unique to British Columbia. We consider it important to retain this ground because qualified and experienced directors and officers are particularly important to protect the interests of investors in venture issuers, especially in the mining exploration industry which is heavily concentrated in British Columbia.

 

We will amend or repeal a number of BC instruments, policies, and forms to eliminate local requirements, exemptions and guidance that are unnecessary or obsolete and to conform to NI 41-101.

 

We will amend the following documents:

  • BCP 12-601 Designation as a Reporting Issuer (Extraprovincial Issuers) to replace the references to designating a person as a reporting issuer under paragraph (e) in the definition of ‘reporting issuer’ to a reference to s. 3.2 under the Securities Act to reflect amendments made to our Act in Bill 20.
  • BCP 13-601 Required Forms to replace references to BCP 41-601 with references to NI 41-101 and to delete certain forms as discussed below.
  • Interim BC Notice 47-601 Advertising to remove parts 4 (Prospectus Distributions) and 5 (Advertising during the waiting period) as the companion policy to NI 41-101 will provide guidance on these matters.
  • Rule 71-801 Implementing the Multijurisdictional Disclosure System under NI 71-101 to replace certain references to sections of the Securities Act with references to NI 41-101.
  • Rule 71-802 Distributions Outside of British Columbia under the United States Multijurisdictional Disclosure System to replace a reference to section 69 of the Securities Act with a reference to subsection 5.9(1) of NI 41-101.

When NI 41-101 comes into force, we will also repeal, rescind or revoke the following documents:

  • BCI 41-501 Variation of Prospectus Disclosure Requirements for Issuers Using OSC Prospectus Rule
  • BCI 41-502 Firm Commitment Underwriting for Issuers using OSC Prospectus Rules
  • BCP 41-601 Prospectus Filing Requirements
  • BCI 44-501 Exemption of short form prospectus from general disclosure requirements
  • BCI 44-502 Variation of BC Instrument 44-801 Implementing National Instrument 44-101 Short Form Prospectus Distributions, BC Instrument 44-802 Implementing National Instrument 44-102 Shelf Prospectus and BC Instrument 44-803 Implementing National Instrument 44-103 Post-Receipt Pricing
  • BC Rule 44-801 Implementing National Instrument 44-101 Short Form Prospectus Distributions 
  • BC Rule 44-802 Implementing National Instrument 44-102 Shelf Distributions
  • BC Rule 44-803 Implementing National Instrument 44-103 Post-Receipt Pricing
  • BCI 47-501 Exemption for solicitations of expressions of interest
  • BCI 48-501 Distribution Period for Firm Commitment Underwritings
  • BCI 81-503 Lapse Date of Prospectuses Filed by Mutual Funds, Employee Venture Capital Corporations, and Venture Capital Corporations
  • BCI 81-801 Implementing National Instrument 81-106 Investment Fund Continuous Disclosure

 

Act Amendments
In 2006, Bill 20, the Securities Amendment Act, 2006, received Royal Assent. BC Notice 2006/10 provides a more complete description of Bill 20. Of particular relevance to NI 41-101 are the amendments that repeal the prospectus disclosure requirements, prospectus amendment requirement, prospectus lapse date regime, and prospectus certificate requirements. We will ask the government to bring these Act amendments into force effective March 17, 2008.

 

Forms

The Executive Director will also rescind the following forms in BCP 13-601 Required Forms:

  • Form 41-601F Information Required in a Prospectus
  • Form 81-902F Information Required in the Prospectus of a Mutual Fund

Questions

You may refer questions to:

 

Larissa M. Streu

Senior Legal Counsel, Corporate Finance

British Columbia Securities Commission

(604) 899-6888

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

 

Allan Lim

Manager, Corporate Finance

British Columbia Securities Commission

(604) 899-6780

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

 

 

December 21, 2007

 

 

 

 

Douglas M. Hyndman

Chair

 

 

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.