Securities Law

BCN 2008/10 - Publication for Comment of Proposed Repeal and Replacement of National Instrument 45-106 Prospectus and Registration Exemptions Form 45-106F1, Form 45-106F2, Form 45-106F3, Form 45-106F4 and Form 45-106F5 and Companion Policy 45-106CP Publication for Comment of Proposed Amendments to National Instrument 45-102 Resale of Securities, Form 45-102F1 and Companion Policy 45-102CP Resale of Securities [BCN - Lapsed]

Published Date: 2008-02-29
Rescinded Date: 2012-07-13
Related Document(s):

Concurrently Published:

Substance and purpose of the Instruments
The Canadian Securities Administrators are publishing for comment a number of amendments to National Instrument 45-106 Prospectus and Registration Exemptions, its related forms, and companion policy.  If adopted, these would replace the current versions of NI 45-106, its related forms, and companion policy.

The CSA is also publishing proposed amendments to National Instrument 45-102 Resale of Securities, its related form, and companion policy for comment.

The attached CSA notice describes what we and the rest of the CSA are proposing.

The CSA is also publishing for further comment proposed National Instrument 31-103 Registration Requirements (NI 31-103) and its companion policy.  We published these documents for comment on February 29, 2008.  NI 31-103 would require dealer registration when a person is in the business of trading in securities.  Please refer to BC Notice 2008/11 for our approach to the "business trigger" and to the registration exemptions in NI 45-106.

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.  Certain amendments in Bill 20 would repeal the prospectus and registration exemptions in the Securities Act

We expect to ask the government to bring these Act amendments into force when we are ready to implement the amendments to NI 45-106 and NI 45-102.

Local amendments
We propose to relocate the registration and prospectus exemptions in sections 45(2)(13) and 74(2)(12) of the Act (trades under a realization on collateral given for a debt) to proposed BC Instrument 45-5XX Trades under a realization on collateral given for a debt.  We propose to retain this exemption because section (e) of the definition of "trade" in the Act includes a transfer of beneficial ownership of a security to a transferee, pledgee, mortgagee or other encumbrancer under a realization on collateral given for a debt.

We propose to repeal Parts 5 and 6 of the Securities Rules.  We also propose to repeal most of the remaining prospectus exemption related sections in Part 10 of the Rules. 

We propose to relocate the registration and prospectus exemptions in sections 89(e) and 128(f) of the Rules (bonus or finder's fee) proposed BC Instrument 45-5XX Bonus or finder's fee.  Retaining the bonus or finder's fee exemption as a rule will allow us to retain the current fee structure for exempt distribution reporting for this exemption.

We propose to relocate the registration and prospectus exemptions identified above so that the exemptions are situated along with other registration and prospectus exemptions in the 5-digit national numbering scheme.  In addition, moving these exemptions to BC Instruments will enable us to revise an exemption more quickly if we determine it is no longer appropriate or effective.

Please refer to BC Notice 2008/11 for further information about the registration exemptions we propose to retain in BC Instruments.

We attach the proposed text of these amendments to the Rules as Schedule A, and the proposed new BC Instruments as Schedules B and C.

We propose to amend the following to update cross-references and delete references to obsolete provisions in the Act, Rules, and instruments:

  • BC Policy 13-601 Required Forms
  • BC Policy 45-601 Statutory and Discretionary Exemptions
  • BC Instrument 72-503 Distribution of Securities outside British Columbia
  • BC Instrument 72-504 Distribution of Eurobonds
  • BC Interpretation Note 72-702 Distribution of Securities to Persons Outside British Columbia

We propose to rescind or revoke the following:

  • BC Instrument 45-501 Mortgages
  • Companion Policy 45-501CP Mortgages
  • BC Instrument 45-504 Trades to trust companies, insurers and portfolio managers outside British Columbia
  • BC Instrument 45-511 Trades of Government Warrants
  • BC Instrument 45-515 Resale of Rights
  • BC Instrument 45-522 Exemption from Requirement to file Reports of Exempt Distribution
  • BC Instrument 45-523 Transition period for minimum purchase price and asset acquisition exemptions
  • BC Instrument 45-525 Exemption for distribution reinvestment plans
  • BC Instrument 45-526 Removal of exemptions for rights offerings
  • BC Instrument 91-501 Over-The-Counter Derivatives
  • Companion Policy 91-501CP Over-The-Counter Derivatives

Forms
The Executive Director proposes to rescind the following forms in BCP 13-601 Required Forms:

  • BC Form 32-901F Information statement required for exempt trades by not for profit issuers
  • BC Form 45-901F Offering Memorandum for Syndicated Mortgages

The CSA notice describes where you can direct your comments and questions relating to the exemptions rule and the amended resale rule.  If you have comments on any of the local amendments we are proposing, you may direct them 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

We will consider all comments received by May 29, 2008.

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

February 29, 2008

 

Brent W. Aitken
Vice Chair

 


Ref:    National Instrument 45-106 Prospectus and Registration Exemptions
           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
          Companion Policy 45-106CP Prospectus and Registration Exemptions
          National Instrument 45-102 Resale of Securities
          Form 45-102F1 Notice of Intention to Distribute Securities under Section 2.8 of NI 45-102 Resale of Securities
          Companion Policy 45-102CP Resale of Securities
          Securities Rules  B.C. Reg. 194/97
          BC Instrument 45-5XX Trades under a realization on collateral given for a debt
          BC Instrument 45-5XX Bonus or finder's fee
          BC Policy 13-601 Required Forms
          BC Policy 45-601 Statutory and Discretionary Exemptions
          BC Instrument 72-503 Distribution of Securities outside British Columbia
          BC Instrument 72-504 Distribution of Eurobonds
          BC Interpretation Note 72-702 Distribution of Securities to Persons Outside British Columbia
          BC Instrument 45-501 Mortgages
          Companion Policy 45-501CP Mortgages
          BC Instrument 45-504 Trades to trust companies, insurers and portfolio managers outside British Columbia
          BC Instrument 45-511 Trades of Government Warrants
          BC Instrument 45-515 Resale of Rights
          BC Instrument 45-522 Exemption from Requirement to file Reports of Exempt Distribution
          BC Instrument 45-523 Transition period for minimum purchase price and asset acquisition exemptions
          BC Instrument 45-525 Exemption for distribution reinvestment plans
          BC Instrument 45-526 Removal of exemptions for rights offerings
          BC Instrument 91-501 Over-The-Counter Derivatives
         Companion Policy 91-501CP Over-The-Counter Derivatives
         BC Form 32-901F Information statement required for exempt trades by not for profit issuers
         BC Form 45-901F Offering Memorandum for Syndicated Mortgages
         BCN 2006/10 - Amendments to Securities Act
         BCN 2008/11 - Request for Comment Proposed National Instrument 31-103 Registration Requirements, Proposed Companion Policy 31-103 Registration           Requirements, Proposed BC Instrument 33-5XX Registration Requirements, and Proposed consequential amendments to national and local instruments


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.