BCN 2008/34 - Advance Notice of BCI 51-509 Issuers Quoted in the U.S. Over-the-Counter Markets, CP 51-509CP, and BC Forms 51-509F1, 51-509F2, 51-509F3 and 51-509F4 and Advance Notice of Consequential Amendments to BCI 11-502 Voluntary Surrender of Reporting Issuer Status and CP 11-502CP BCP 13-601 Required Forms and Index of Forms BCI 52-511 Relief for Venture Issuers from Certain Certification Requirements and Advance Notice of BCI 71-503 Material Change Reporting by OTC Reporting Issuers [BCN - Lapsed]
- 51-509 - Issuers Quoted in the U.S. Over-the-Counter Markets [BCI Advance Notice - Lapsed]
- 51-509CP - Issuers Quoted in the U.S. Over-the-Counter Markets [CP Advance Notice - Lapsed]
- 51-509F1 - Notice - OTC Issuer Ceases to be an OTC Reporting Issuer [F Advance Notice - Lapsed]
- 51-509F2 - Notice of Investor Relations Activities [F Advance Notice - Lapsed]
- 51-509F3 - Personal Information Form and Authorization of Indirect Collection, Use and Disclosure of Personal Information [F Advance Notice - Lapsed]
- 51-509F4 - Notice - Issuer Ceases to be an OTC Reporting Issuer [F Advance Notice - Lapsed]
We are providing advance notice of the adoption of British Columbia Instrument 51-509 Issuers Quoted in the U.S. Over-the-Counter Markets (BC 51-509 or the Rule), the related forms (the Forms) and Companion Policy 51-509CP (the Policy).
We are also providing advance notice of consequential amendments to:
- BC Instrument 11-502 Voluntary Surrender of Reporting Issuer Status and Companion Policy 11-502CP
- BC Policy 13-601 Required Forms and Index of Forms
- BC Instrument 52-511 Relief for Venture Issuers from Certain Certification Requirements
(the Consequential Amendments).
We are also providing advance notice of BC Instrument 71-503 Material Change Reporting by OTC Reporting Issuers (BCI 71-503).
The Rule designates, as a reporting issuer, an issuer
- that has a significant connection to British Columbia through management, investor relations, or the sale of seed shares, and
- whose securities are quoted in the U.S. over-the-counter markets and not listed or quoted on a North American exchange or quotation system listed in the Rule.
The Rule imposes some disclosure requirements on OTC reporting issuers additional to those that apply generally to reporting issuers. The Rule also restricts resale of securities of OTC reporting issuers acquired in private placements and the use of certain exemptions under the Securities Act by, or in relation to the securities of, OTC reporting issuers.
The Policy provides guidance about the Rule as well as guidance about other instruments and policies that affect OTC reporting issuers.
The implementation of the Rule is subject to ministerial consent. Provided ministerial consent is obtained, the Rule will come into force on September 15, 2008. The Forms, Policy, Consequential Amendments and BCI 71-503 will also come into effect on September 15, 2008.
We first published the Rule for comment on October 29, 2007. After considering the comments, we revised the Rule and re-published it for comment, together with the Forms and Policy, on May 14, 2008. The second comment period expired June 13, 2008.
We received submissions during the second comment period from two commenters. Their names and a summary of their comments, together with our responses, are contained in Appendix A to this notice.
After considering the comments and further reviewing the material, we made only minor changes to the Rule, Forms and Policy.
We are publishing the final version of the Rule, Forms and Policy today.
Consequential Amendments and BCI 71-503
We are amending
- BC Instrument 11-502 Voluntary Surrender of Reporting Issuer Status and Companion Policy 11-502CP to make it unavailable to OTC reporting issuers
- BC Policy 13-601 Required Forms and Index of Forms to reflect the Forms
- BC Instrument 52-511 Relief for Venture Issuers from Certain Certification Requirements to extend it to OTC reporting issuers and to rename it
We are also making BCI 71-503 to disallow OTC reporting issuers from relying on the material change reporting exemption in section 4.2 of National Instrument 71-102 Continuous Disclosure and Other Exemptions relating to Foreign Issuers.
Please refer your questions to:
Senior Compliance Counsel, Corporate Finance
British Columbia Securities Commission
P.O. Box 10142, Pacific Centre
701 West Georgia Street
Vancouver, B.C. V7Y1L2
July 9, 2008
Douglas M. Hyndman
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: Policies & Instruments.