NIN 2000/43 - Advance Notice of National Instrument 44-101 and Related Documents Short Form Prospectus Distributions [NIN - Rescinded]

National Instrument 44-101 Short Form Prospectus Distributions and related forms (collectively, “NI 44-101”), together with the companion policy (the “Policy”) and local implementing rule 44-801 (the “Implementing Rule”), establish a regulatory regime for qualified issuers to make short form prospectus distributions. They replace National Policy No. 47 Prompt Offering Qualification System (“NP 47”). NI 44-101 is an initiative of the Canadian Securities Administrators (“CSA”).

Implementation of NI 44-101

The Commission has not yet made NI 44-101 or the Implementing Rule as rules, nor has it adopted the Policy. This Advance Notice is being published to advise that the Commission expects to make NI 44-101 and the Implementing Rule as rules before December 31, 2000, when NI 44-101 is expected to come into force as a rule in British Columbia, Alberta, Manitoba, Ontario and Nova Scotia, as a Commission regulation in Saskatchewan, and as policies in all other jurisdictions represented by the CSA. The Policy is expected to be implemented as a policy in all CSA jurisdictions by December 31, 2000.

The Commission anticipates publishing NI 44-101 and the Policy in December 2000, once it has received all necessary approvals. However, the Ontario Securities Commission (“OSC”) is publishing NI 44-101 and the Policy in the October 13, 2000 issue of the OSC Bulletin. These documents are also available on the OSC website at www.osc.gov.on.ca.

Rescission of National Policy and Other Documents

Effective the date NI 44-101 comes into force, NP 47 will be rescinded. BOR#93/1 and BOR#96/16 will also be revoked and NIN#93/12 will lapse.

Implementing Rule

The Implementing Rule provides, to issuers that comply with NI 44-101, relief from certain provisions of the Securities Act and the Securities Rules. No comments were received on the Implementing Rule during the public comment periods. The Implementing Rule has been expanded to provide more extensive relief than was contemplated in the original published version, but these amendments do not change the rule in a material way. For information purposes, the Implementing Rule is being published with this Advance Notice.

Background

The Commission, together with other members of the CSA, first published drafts of NI 44-101, the Policy and the Implementing Rule for comment on February 20, 1998¹.

¹NIN#98/11

The CSA subsequently published amended drafts of NI 44-101 and the Policy for comment on July 23, 1999²

²NIN#99/28

and again on December 17, 1999³

³NIN#99/49

Comments on the third publication drafts were received from seven commenters. The CSA considered these comments as well as comments that the OSC received on proposed OSC Rule 41-501 General Prospectus Requirements, many of which were also relevant to NI 44-101.

Details of all comments received, the responses of the CSA to the comments and specific changes made to the last published drafts may be found in the OSC notices relating to NI 44-101 on the OSC website.

Substance and Purpose of NI 44-101

NI 44-101, the Policy and the Implementing Rule establish a regulatory framework for qualified issuers to offer securities using a short form of prospectus. The system is based on the incorporation by reference into the short form prospectus of a qualified issuer’s continuous disclosure documents, in particular its most recent annual information form, financial statements, material change reports and information circulars. To qualify to use the system, an issuer must be a substantial company. NI 44-101 carries forward the regime originally established under NP 47 with several enhancements.


Eligible offerings now include asset-backed and derivative securities as well as any non-convertible security with an approved rating.


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


Douglas M. Hyndman
Chair

REF: National Policy No. 47
BOR#93/1
BOR#96/16
NIN#93/12
NIN#98/11
NIN#99/28
NIN#99/49

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.