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Securities Law

NIN 89/43 - Local Policy Statement 3-07 [NIN - Rescinded]

Published Date: 1989-12-22
Effective Date: 1989-12-21
Local Policy Statement 3-07 entitled "Policy Guidelines Respecting Trading Shares, Performance Shares and Other Consideration" (the "Policy") has been issued today by the Securities Commission, to become effective on March 1, 1990.

A draft of the Policy was published for comment late last year. As a result of the comment letters received in response to that draft, as well as further analysis and discussions with representatives of the securities industry, trust companies, the Vancouver Stock Exchange and with a number of lawyers and accountants, a considerable number of changes have been made to the draft. The most significant change eliminates the proposed separate class of performance shares in favour of a prescribed escrow arrangement.

Once the Policy becomes effective, the existing Local Policy Statements 3-07 to 3-10 will be rescinded. The salient features of these policy statements that the Securities Commission wishes to retain are incorporated into the Policy.

As a result, several other local policy statements (specifically, Local Policy Statements 3-01, 3-02, 3-04, 3-13 and 3-21) now contain inaccurate references to the rescinded local policy statements. As it is anticipated that all of these local policy statements will be revised or rewritten over the course of the coming year, they are not being amended at this time to note the changes that are solely consequential to the implementation of the Policy. Until the updated local policy statements are published, they should be read to refer, with the necessary changes, to the Policy.

Consequential to the implementation of the Policy, the Superintendent of Brokers, by NIN#89/44, is making two changes to waiver provisions in respect of escrow or pooling arrangements. First, the waiver in respect of shares issued for assets under section 55(2)(5) will be rescinded effective March 1, 1990. As a result, the normal twelve month hold period will apply to all shares issued under section 55(2)(5). Second, a blanket waiver will be granted in respect of all trading shares issued under Part 6 of the Policy. As a result, all shares issued before an issuer's initial public offering, other than performance shares, and held by a person other than a control person will become free trading after the issuer becomes an exchange issuer.

During the period before the Policy comes into effect, the Vancouver Stock Exchange will be developing policies, in conjunction with the Securities Commission, for the application of the Policy to major reorganizations, particularly reverse take-overs, of VSE-listed issuers.

Once a sound working familiarity with the Policy has developed, the Securities Commission will be requesting comments as to whether, among other things, the performance share provisions applicable to industrial issuers can or should be extended to natural resource issuers.

DATED at Vancouver, British Columbia, this 21st day of December 1989.

Douglas M. Hyndman