BOR 95/09 - Continuing Relief for Financial Statements of Certain Foreign Issuers [Rescinded]

IN THE MATTER OF THE SECURITIES ACT S.B.C. 1985, c. 83

AND

IN THE MATTER OF CONTINUING RELIEF FOR FINANCIAL STATEMENTS OF CERTAIN FOREIGN ISSUERS

Order Under Section 3(8) of the Securities Rules

WHEREAS the Lieutenant Governor in Council, by B.C. Reg. 478/95 and B.C. Reg. 479/95, ordered, among other things, that, effective January 1, 1996,

(a) the Securities Regulation, B.C. Reg. 270/86 (the "Old Regulation") is repealed, and

(b) the regulation entitled the Securities Rules (the "Rules"), attached to B.C. Reg. 479/95, is made and is designated to be a rule of the Commission;

AND WHEREAS a number of requirements under the Old Regulation related only to financial statements contained in a prospectus, such as the requirement for a foreign issuer to reconcile its financial statements to Canadian generally accepted accounting principles ("GAAP"), and the Rules apply these requirements to all financial statements filed with the Commission;

AND WHEREAS the Rules have added a number of new requirements applicable to all financial statements filed with the Commission, such as the requirement in section 2(6) of the Rules for a foreign issuer to explain the significant differences between the auditing standards applied and Canadian generally accepted auditing standards ("GAAS");

AND WHEREAS the Executive Director may evidence the relief contemplated by this Blanket Order in respect of financial statements filed under Part 7 of the Rules by the receipt for a prospectus;

AND WHEREAS the Commission considers that to do so would not be prejudicial to the public interest;

EFFECTIVE January 1, 1996, IT IS ORDERED under section 3(8) of the Rules that

Executive Director's consent for foreign financial statements

1. section 2(4) of the Rules, which requires a foreign issuer, other than an U.S. issuer, to obtain the executive director's written consent to financial statements being prepared in accordance with section 2(3)(b) of the Rules,

GAAP reconciliation

2. section 2(5) of the Rules, which requires the notes to the financial statements of a foreign issuer to state the accounting principles that have been applied and explain and quantify any significant differences between these principles and GAAP,

GAAS reconciliation

3. section 2(6) of the Rules, which requires the auditor's report on the financial statements of a foreign issuer to explain any significant differences between the auditing standards used in the preparation of the financial statements and GAAS, and

Public accountant's report

4. section 2(7) of the Rules, which requires a public accountant's report on the financial statements of a foreign issuer to explain any significant differences between the procedures performed to prepare the report in accordance with section 2(3)(b) of the Rules and the procedures necessary to prepare a Canadian review engagement report or notice to reader

do not apply to financial statements of a foreign issuer filed under Part 10 of the Rules provided that the foreign issuer

5. has a market value and public float (being the market value held by non-affiliates and non-associates) of Cdn. $3 billion and Cdn. $1 billion, respectively, and

6. has a class of securities registered pursuant to section 12 of the U.S. Securities Exchange Act of 1934 (the "1934 Act") or is required to file reports pursuant to section 15(d) of the 1934 Act.

DATED at Vancouver, British Columbia, on December 14, 1995.