BOR 89/10 - The Required Form of Offering Memorandum [Rescinded]
| Published Date: | 1989-11-03 |
|---|---|
| Effective Date: | 1989-11-01 |
| Rescinded Date: | 2000-12-08 |
IN THE MATTER OF THE SECURITIES ACT S.B.C. 1985, c. 83 AND
IN THE MATTER OF THE REQUIRED FORM OF OFFERING MEMORANDUM
Exemption Order Under Sections 33 and 59
WHEREAS effective November 1, 1989, section 126 of the Securities Regulation, B.C. Reg 270/86 (the "Regulation") was amended by the addition of paragraph (c) which provides that an offering memorandum required to be used in connection with a distribution of securities under the exemptions in section 55(2)(4) of the Securities Act, S.B.C. 1985, c. 83, (the "Act") and section 117(a), (b) and (i) of the Regulation (the "Specified Exemptions") must be in the required form;
AND WHEREAS by NIN#89/31 the Superintendent of Brokers specified Form 43 as the required form of offering memorandum for the purpose of section 126(c);
AND WHEREAS for transitional purposes, it is expedient to allow, for a limited period of time, a person distributing a security under a Specified Exemption to use an offering memorandum that does not conform with Form 43 and to provide resale restrictions with respect to securities so distributed;
AND WHEREAS the Superintendent considers that it would not be prejudicial to the public interest to do so;
IT IS ORDERED
1. under sections 33 and 59 of the Act that, effective November 1, 1989, sections 20 and 42 of the Act do not apply to a distribution which meets all of the conditions for the use of one of the Specified Exemptions (the "Statutory Exemption"), except for compliance with section 126(c), provided that:
(a) prior to November 1, 1989, an offering memorandum complying with the requirements of the Act and Regulation in effect on October 31, 1989 has been prepared with an attached certificate in substantially the form specified by NIN#88/42 and signed by the principals involved in the offering;
(b) all securities to be distributed are issued prior to January 1, 1990; and
(c) the issuer complies with the requirements of sections 120, 128, 131 and 132 of the Regulation, that would have been applicable had the distribution been made under the Statutory Exemption; and
2. under Section 59 of the Act that a trade in a security acquired under this order is deemed to be a distribution unless the resale restrictions set out in sections 133 and 134 of the Regulation that would have been applicable to the trade had the security been acquired under the Statutory Exemption have been complied with.
DATED at Vancouver, British Columbia, this 31st day of October 1989.
Neil de Gelder
Superintendent of Brokers
REF: NIN#89/31