Skip Navigation
Securities Law

NIN 2000/46 - Advance Notice of National Instrument 41-101 and Related Documents Prospectus Disclosure Requirements [NIN - Rescinded]

Published Date: 2000-10-13
Effective Date: 2000-10-12
National Instrument 41-101 Prospectus Disclosure Requirements (“NI 41-101”), together with consequential amendments to the Securities Rules (the “ConsequentialAmendments”), consolidates the prospectus disclosure requirements relating to what is commonly known as the “red herring”. NI 41-101 replaces National Policy No. 12 Disclosure of “Market Out” Clauses in Underwriting Agreements in Prospectuses (“NP 12”), National Policy No. 13 Disclaimer Clause on Prospectus (“NP 13”), National Policy No. 32Prospectus WarningRe: Scope of Distribution (“NP 32”) and National Policy No. 35 Purchaser’s Statutory Rights (“NP 35”). NI 41-101 is an initiative of the Canadian Securities Administrators (“CSA”).

Implementation of NI 41-101

The Commission has not yet made NI 41-101 as a rule nor has it made the Consequential Amendments. This Advance Notice is being published to advise that the Commission expects to adopt NI 41-101 and the Consequential Amendments before December 31, 2000, when NI 41-101 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 a policy in all other jurisdictions represented by the CSA.

The Commission anticipates publishing NI 41-101 in December 2000, once it has received all necessary approvals. However, the Ontario Securities Commission (“OSC”) is publishing NI 41-101 in the October 13, 2000 issue of the OSC Bulletin. This document is also available on the OSC website at

Rescission of National Policy

Effective the date NI 41-101 comes into force, NP 12, NP 13, NP 32 and NP 35 will be rescinded.

Consequential Amendments

The Consequential Amendments are required in order to avoid inconsistencies between the Securities Rules and NI 41-101. No comments were received on the Consequential Amendments during the public comment period and only minor, conforming changes have been made to them. For information purposes, the Consequential Amendments are being published with this Advance Notice.


The Commission, together with other CSA members, published drafts of NI 41-101 and the Consequential Amendments for comment on May 16, 1997.1


One comment letter was received on NI 41-101.

Details of the comments received, the responses of the CSA to the comments and specific changes made to the published drafts may be found in the OSC notice relating to NI 41-101 on the OSC website.

Substance and Purpose of NI 41-101

NI 41-101 consolidates in one national instrument the prospectus disclosure requirements relating to what is commonly known as the “red herring”. NI 41-101 harmonizes this disclosure where it is contained in local regulations and rules and the prescribed prospectus disclosure language has also been simplified.

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

Douglas M. Hyndman

REF: National Policy No. 12
National Policy No. 13
National Policy No. 32
National Policy No. 35

This NIN may refer to other documents. These documents can be found at the B.C. Securities Commission public website at in the Commission Documents database or the Historical Documents database.

Consequential Amendments to theSecurities Rules
Relating to NI 41-101 Prospectus Disclosure Requirements

The Securities Rules made pursuant to B.C. Reg. 194/97, as amended by B.C. Reg. 18/98, are amended as follows:1. Section 96(2) of theSecurities Rulesis repealed.

2. Section 98 of theSecurities Rulesis amended

(a) by repealing subsection (1),
(b) by renumbering subsection (2) as subsection (1) and substitutingthe following:
(1) Subject to subsection 2 and to the National Instrument entitled “System for Electronic Document Analysis and Retrieval (SEDAR)”, the body of a prospectus must be in roman type at least as large as 10 point modern type. and

(c) by renumbering subsections (3) to (7) as subsections (2) to (6).