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Securities Law

NIN 89/17 - Local Policy Statement 3-45 Designation as a Reporting Issuer and Business Investor Offerings [NIN - Rescinded]

Published Date: 1989-04-07
Effective Date: 1989-04-06

In an agreement with the Securities Commission, the Ministry of International Business and Immigration (the "Ministry") recently assumed primary responsibility in British Columbia for the review of all offering memoranda prepared in connection with the Immigrant Investor Program (the "Program") established under the Immigration Act (Canada). As a result of this change in the administration of the Program, it is no longer necessary to require that issuers wishing to qualify under the Program become reporting issuers under the Securities Act.

Accordingly, Local Policy Statement 3-45 dated August 19, 1987 is revoked effective April 7, 1989. A revised form of Local Policy Statement 3-45 has been published for comment in Chapter 6 of the Weekly Summary of today's date. Reference should be made to the discussion below concerning the application of the draft policy.

Immigrant Investor Offerings

On March 23, 1989, the Ministry issued detailed guidelines known as "Instructions for Applicants" that must be satisfied by issuers wishing to qualify under the Program. These guidelines are in addition to the rules issued by Employment and Immigration Canada. The requirements that must be satisfied by issuers include a minimum investment to be made by each investor and a high level of disclosure to be made in the offering memorandum delivered to investors.

Interested persons should contact the Business Immigration Branch of the Ministry at 660-3998 (Vancouver) or 387-0296 (Victoria) for further information.

Although issuers that qualify under the Program will no longer be required to become reporting issuers, they will continue to be subject to and must comply with all applicable provisions of the Securities Act, some of which include:

(a) ensuring that they qualify for registration and prospectus exemptions contained in Parts 5 and 8 of the Act in connection with any distribution of securities;

(b) filing a copy of any offering memorandum delivered to investors in accordance with sections 127 and 131 of the Securities Regulation; and

(c) filing a Form 20 in accordance with section 132 of the Securities Regulation.
All files currently under review at the Securities Commission will be transferred to the Ministry and the filing solicitors will be notified of the transfer.

While a number of issuers that previously became reporting issuers will be required by the Commission to maintain that status, and certain other issuers may consider it expedient to do so, some issuers may wish to discontinue their reporting issuer status. Any issuer wishing to become a non-reporting issuer may apply for an order under section 72 of the Securities Act in the normal manner.

Applicants for such an order should be up to date with all statutory filings, state the number of their shareholders in the application and provide a certified copy of the appropriate shareholders' resolution. As a condition of the order, issuers will be required to send a copy of the order to each of their shareholders.

Draft Local Policy Statement 3-45

All references to the Program have been deleted from the draft policy. In addition, the guidelines relating to applications for reporting issuer status by extraprovincial issuers have been updated and expanded.

Written comments concerning the draft policy should be directed to Adrienne Wanstall, Deputy Superintendent, Policy and Legislation, prior to May 5, 1989.

Until publication of the final policy, all applications for reporting issuer status made after April 7, 1989 must comply with the guidelines set out in the draft policy.

DATED at Vancouver, British Columbia, this 6th day of April, 1989.

Douglas M. Hyndman