Securities Law

BCN 2008/07 - Adoption of Multilateral Instrument 62-104 Take-Over Bids and Issuer Bids, related forms and National Policy 62-203 Take-Over Bids and Issuer Bids and related consequential amendments [BCN - Lapsed]

Published Date: 2008-01-31
Rescinded Date: 2012-07-13
Related Document(s):

Concurrently Published:

Effective February 1, 2008, the Commission and other members of the Canadian Securities Administrators (CSA) are adopting

  • Multilateral Instrument 62-104 Take-Over Bids and Issuer Bids (rule),
  • Form 62-104F1 Take-Over Bid Circular,
  • Form 62-104F2 Issuer Bid Circular,
  • Form 62-104F3 Directors' Circular,
  • Form 62-104F4 Director's or Officer's Circular,
  • Form 62-104F5 Notice of Change or Notice of Variation (collectively, the new forms),
  • National Policy 62-203 Take-Over Bids and Issuer Bids (national policy), and consequential amendments to National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.

Effective February 1, 2008, the Commission is also adopting consequential amendments to

  • the Securities Rules, and
  • Rule 71-801 Implementing the Multijurisdictional Disclosure System under National Instrument 71-101.

Effective February 1, 2008, we are revoking BC Instrument 62-501 Take Over Bids and Going Private Transactions, which is no longer required. We are also revoking BC Instrument 21-501 Recognition of exchanges, self-regulatory bodies, and jurisdictions and are replacing it with an updated BCI 21-501. The new version excludes recognitions related to the take-over bid and issuer bid requirements of exchanges and other jurisdictions. These recognitions are no longer required. Provisions covering the same matters are now in the rule.

Also effective February 1, 2008, the Executive Director is amending BC Policy 13-601 Required Forms to remove the following local take-over and issuer bid forms

  • Form 62-901F Notice of Intention to Make an Issuer Bid,
  • Form 62-902F Take Over Bid Circular,
  • Form 62-903F Issuer Bid Circular,
  • Form 62-904F Directors' Circular, and
  • Form 62-905F Director's or Officer's Circular.

On February 1, 2008, the Executive Director is re-specifying the new forms.

Substance and purpose of the rule and amendments
The rule:

  • incorporates many of the take-over bid and issuer bid requirements from the Securities Act and Securities Rules, and
  • prescribes forms required relating to take-over bids and issuer bids, including the form of take-over bid circular, issuer bid circular, and directors' circular.

The consequential amendments:

  • repeal sections of the Securities Rules that are replaced by provisions in the rule,
  • update cross references in BC Instruments to remove references to take-over bid and issuer bid provisions formerly in the Securities Act and Securities Rules, and
  • update the exemptions from the take-over bid and issuer bid requirements for issuers eligible to use the multijurisdictional disclosure system.

The rule, new forms, national policy, and amendments streamline and update the take-over bid and issuer bid provisions and harmonize the provisions in British Columbia with those in other Canadian jurisdictions.

On January 17, 2008, the Lieutenant Governor in Council made an order-in-council to bring into force on February 1 the provisions in the Securities Amendment Act, 2006 (2006 Act provisions) related to takeover bids and issuer bids.  These 2006 Act provisions will replace the detailed take-over and issuer bid requirements currently contained in the Securities Act with general provisions to establish a broad framework for take-over and issuer bids and provide the statutory foundation for the rule.

In particular, the 2006 Act provisions

  • replace definitions with harmonized definitions,
  • replace detailed take-over bid and issuer bid provisions with general provisions that allow the detailed requirements to be addressed in the rule,
  • update Commission and court powers to make orders relating to take-over bids and issuer bids,
  • update references,
  • permit the Commission to make rules relating to take-over bid and issuer requirements, and
  • update cross-references in other legislation in British Columbia.

Prior publications
We published for comment the proposed rule, forms, national policy, and amendments on April 28, 2006 (BCN 2006/06). On November 16, 2007, we published advance notice that, subject to government approval, we expected to adopt the rule, forms, national policy, and amendments effective February 1, 2008 (BCN 2007/35).

Questions
You may refer questions to:

Gordon Smith
Senior Legal Counsel, Corporate Finance
British Columbia Securities Commission
(604) 899-6656
(800) 373-6393 (in B.C. and Alberta)
gsmith@bcsc.bc.ca

January 30, 2008


Douglas M. Hyndman                                            Brenda M. Leong
Chair                                                                         Executive Director

 


Ref: Multilateral Instrument 62-104 Take-Over Bids and Issuer Bids
        Form 62-104F1 Take-Over Bid Circular
        Form 62-104F2 Issuer Bid Circular
        Form 62-104F3 Directors' Circular
        Form 62-104F4 Director's or Officer's Circular
        Form 62-104F5 Notice of Change or Notice of Variation
        National Policy 62-203 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
       Consequential Amendments to BC Instrument 21-501 Recognition of exchanges, self regulatory bodies, and jurisdictions
       Consequential Amendments to BC Instrument 62-501 Take Over Bids and Going Private Transactions
       BC Policy 13-601 Required Forms
       Form 62-901F Notice of Intention to Make an Issuer Bid
       Form 62-902F Take Over Bid Circular
       Form 62-903F Issuer Bid Circular
       Form 62-904F Directors' Circular
       Form 62-905F Director's or Officer's Circular
      BCN 2006/06 - Publication for Comment of Proposed Take-Over Bid and Issuer Bid Rule
      BCN 2007/35 - Advance Notice of Multilateral Instrument 62-104 Take-Over Bids and Issuer Bids, Related Forms and National Policy 62-203 Take Over Bids and Issuer Bids


This Notice may refer to other documents. These documents can be found at the B.C. Securities Commission public website atwww.bcsc.bc.cain the Policies & Instruments or Historical Policies & Instruments sections of the website.