NIN 2000/42 - OSC Proposed Rule 41-501 and Related Documents General Prospectus Requirements [NIN - Rescinded]

Published Date:	2000-10-13
Effective Date:	2000-10-12

The Ontario Securities Commission (“OSC”) has adopted Rule 41-501 General Prospectus Requirements, related forms and policy setting out requirements for long form prospectus filings (collectively, the “OSC Prospectus Rule”). We anticipate that a set of national requirements will be developed following the approach of the OSC Prospectus Rule but, in the meantime, we will be taking some interim steps to harmonize British Columbia requirements with the OSC requirements.

If the Ontario Minister of Finance approves the OSC Prospectus Rule, it will come into force on December 31, 2000. The full text of the Rule can be found on the OSC website at www.osc.gov.on.ca.

Background

The Commission published a notice seeking comment on the proposed OSC Prospectus Rule on August 20, 1999<sup>1

1</sup>NIN#99/31

because we expected that it could form the basis for a national long form prospectus rule. Also, the OSC Prospectus Rule will affect prospectus offerings made by British Columbia issuers in Ontario. In that notice, the Commission highlighted the significant differences between current prospectus requirements in British Columbia and the requirements of the OSC Prospectus Rule.

The OSC originally published the OSC Prospectus Rule for comment in May 1997 and, after making revisions, republished it for comment on July 23, 1999 and again on December 17, 1999. A full description of the comments received on each publication, and the responses of the OSC to the comments, can be found in the OSC notices relating to the OSC Prospectus Rule on the OSC website.

Staff of members of the Canadian Securities Administrators (the “CSA”), including the Commission, participated in the formulation of the OSC Prospectus Rule because of its national implications. Also, many of the comments received on the proposed OSC Prospectus Rule were equally relevant to National Instrument 44-101 Short Form Prospectus Distributions, an initiative of the CSA, that was developed and is expected to come into force at the same time as the OSC Prospectus Rule.

Exemptive Relief and Amendment of Interim Local Policy Statement 41-601

Until a national long form prospectus rule is adopted, the Commission intends to harmonize long form prospectus requirements under British Columbia securities legislation with the requirements of the OSC Prospectus Rule. The Commission understands that the securities regulatory authorities of other CSA jurisdictions will be taking similar action. To effect a harmonized approach, the Commission plans to take the following steps.

(a) The Executive Director will provide relief to issuers filing a prospectus in British Columbia from the prospectus requirements under the Securities Rules on the condition that the prospectus complies with the comparable requirements of the OSC Prospectus Rule.

(b) Interim Local Policy 41-601 Prospectus Filing Requirements will be amended to reflect certain provisions of the OSC Prospectus Rule. This policy will continue to provide guidance for all prospectus filings.

(c) The Executive Director will accept a form of prospectus prepared in accordance with the OSC prospectus form.

The foregoing changes will become effective on the date that the OSC Prospectus Rule takes effect in Ontario, currently expected to be December 31, 2000.


DATED at Vancouver, British Columbia, on October 12, 2000.


Douglas M. Hyndman
Chair

Ref: OSC Rule 41-501
NIN#99/31
NI 44-101
Securities Rules, s. 3(9)
Interim LPS 41-601
Forms 12, 12A, 13, 14 and 14A

This NIN 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 Commission Documents database or the Historical Documents database.