BCN 2008/43 - Adoption of BC Instrument 51-509 Issuers Quoted in the U.S. Over-the-Counter Markets, Companion Policy 51-509CP, related forms, related consequential amendments and BC Instrument 71-503 Material Change Reporting by OTC Reporting Issuers [BCN - Lapsed]

Concurrently Published:

• 11-502 - Voluntary Surrender of Reporting Issuer Status [BCI - Rescinded]
• 11-502CP - Voluntary Surrender of Reporting Issuer Status [CP - Rescinded]
• 13-601 - Required Forms [BCP - Rescinded]
• 51-509 - Issuers Quoted in the U.S. Over-the-Counter Markets [BCI - Rescinded]
• 51-509CP - Issuers Quoted in the U.S. Over-the-Counter Markets [CP - Rescinded]
• 51-509F1 - Notice - OTC Issuer Ceases to be an OTC Reporting Issuer [F - Rescinded]
• 51-509F2 - Notice of Investor Relations Activities [F - Rescinded]
• 51-509F3 - Personal Information Form and Authorization of Indirect Collection, Use and Disclosure of Personal Information [F - Rescinded]
• 51-509F4 - Notice - Issuer Ceases to be an OTC Reporting Issuer [F - Rescinded]
• 52-511 - Relief for venture issuers and OTC reporting issuers from certain certification requirements [BCI - Rescinded]
• 71-503 - Material change reporting by OTC reporting issuers [BCI - Revoked]

Effective September 15, 2008, the Commission is adopting

• BC Instrument 51-509 Issuers Quoted in the U.S. Over-the-Counter Markets (rule)
• Companion Policy 51-509CP Issuers Quoted in the U.S. Over-the-Counter Markets
• BC Instrument 71-503 Material Change Reporting by OTC Reporting Issuers

Effective September 15, 2008, the Commission is also adopting 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

Substance and purpose of the rule and amendments
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 companion policy provides guidance about the rule and about other instruments and policies that affect OTC reporting issuers.

BC Instrument 71-503 Material Change Reporting by OTC Reporting Issuers removes the exemption OTC reporting issuers would otherwise have for material change reporting in section 4.2 of National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers.

The consequential amendments

• do not permit OTC reporting issuers to voluntarily surrender their reporting issuer status
• require directors, officers, promoters and control persons of OTC reporting issuers to file personal information forms, and
• provide OTC reporting issuers the same relief from certification requirements as venture issuers.

Forms
The Executive Director is specifying the following forms in BCP 13-601 Required Forms:

• BC Form 51-509F1 Notice - BC OTC Issuer Ceases to be an OTC Reporting Issuer
• BC Form 51-509F2 Notice of Investor Relations Activities
• BC Form 51-509F3 Personal Information Form and Authorization of Indirect Collection, Use and Disclosure of Personal Information
• BC Form 51-509F4 Notice - Issuer Ceases to be an OTC Reporting Issuer

Prior publications
On October 29, 2007, we published the rule for comment (BCN 2007/33).  After considering the comments, we revised the rule and, on May 14, 2008, we published it again for comment, together with its related forms and companion policy (BCN 2008/25).  On July 9, 2008, we published the advance notice that, subject to government approval, we expected to adopt the rule effective September 15, 2008 (BCN 2008/34), together with its related forms, companion policy, consequential amendments and BCI 71-503, which we also published.

Questions
You may refer questions to:

Adrianne Marskell
Senior Compliance Counsel, Corporate Finance
British Columbia Securities Commission
P.O. Box 10142, Pacific Centre
701 West Georgia Street
Vancouver, B.C. V7Y1L2
e-mail:  amarskell@bcsc.bc.ca

September 11, 2008

Douglas M. Hyndman    Brenda Leong
Chair      Executive Director

Ref: BC Instrument 51-509 Issuers Quoted in the U.S. Over-the-Counter Markets
BC Form 51-509F1 Notice - OTC Issuer Ceases to be an OTC Reporting Issuer
BC Form 51-509F2 Notice of Investor Relations Activities
BC Form 51-509F3 Personal Information Form and Authorization of Indirect Collection, Use and Disclosure of Personal Information
BC Form 51-509F4 Notice - Issuer Ceases to be an OTC Reporting Issuer
Companion Policy 51-509CP Issuers Quoted in the U.S. Over-the-Counter Markets
National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers.
BC Instrument 71-503 Material Change Reporting by OTC Reporting Issuers
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
BC Notice 2007/33  Notice and Request for Comment
BC Notice 2008/25 Notice and Second Request for Comments
BC Notice 2008/34 Advance Notice

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