NIN 93/12 - Restriction Applicable to the Solicitation of Expressions of Interest under BOR#91/7 and BOR#93/1 [NIN - Rescinded]

Published Date:	1993-06-11
Effective Date:	1993-06-10

The British Columbia Securities Commission is publishing, concurrently with this Notice, Canadian Securities Administrators' Notice #93/3 on Pre-marketing Activities in the Context of Bought Deals (the "CSA Notice"). The CSA Notice summarizes the conclusions of staff of each of the Canadian Securities Administrators on the legality of "pre-marketing" activities in the context of bought deals. Reference should be made to the CSA Notice for a full discussion of this matter.

The CSA Notice states, among other things, that "pre-marketing" activities may not be undertaken from the commencement of distribution (as defined in the CSA Notice) until the earliest of:

• the issuance of a receipt for a preliminary prospectus in respect of the distribution,
• the time at which a press release that announces the entering into of an enforceable agreement in respect of a bought deal is issued and filed in accordance with any blanket ruling or order, or notice made pursuant to an existing blanket ruling or order, of a securities regulatory authority of a province or territory of Canada, and provided that all of the conditions set forth in such blanket ruling or order or such notice and its related blanket ruling or order are met, and
• the time at which the dealer determines not to pursue the distribution.

The Ontario Securities Commission (the "OSC") is publishing together with the CSA Notice, a blanket order and ruling (the "OSC Ruling") requiring, among other things, as an additional condition to the availability of the exemption in respect of the solicitation of expressions of interest in that jurisdiction, that forthwith, upon the entering into of an enforceable underwriting agreement, a press release that announces the entering into of that agreement be issued by the issuer and filed with the OSC.

The Commission does not propose, at this time, to revoke BOR#91/7 on the Multijurisdictional Disclosure System (the "MJDS BOR") and BOR#93/1 on the Prompt Offering Qualification System (the "POP BOR"), each of which contains an exemption dealing with the solicitation of expressions of interest, and replace them with new blanket orders for the sole purpose of introducing as an additional condition for the availability of the exemption the requirement to issue and file the press release referred to above. The Commission wishes, however, to make it clear that issuers and underwriters will be required to comply with the press release requirement in order to rely on the exemption.

The Superintendent, therefore, advises issuers and underwriters pursuant to paragraph 4(d) of the MJDS BOR and paragraph 2(d) of the POP BOR that they may not rely on the exemption set out in paragraph 4 of the MJDS BOR and paragraph 2 of POP BOR unless, without delay after the issuer enters into an enforceable underwriting agreement, the issuer

• issues a press release that announces that the issuer has entered into that underwriting agreement, and
• files that press release with the Commission.

The OSC Ruling makes other changes to the original conditions for the availability of the exemption dealing with the solicitation of expressions of interest in that jurisdiction. These further changes are not discussed in the Pre-marketing Notice. The Commission is not adopting any of the other changes introduced in the OSC Ruling. Issuers and underwriters are therefore advised that the conditions for the availability of the exemption dealing with the solicitation of expressions of interest in British Columbia are different from the conditions of the same exemption in Ontario.


DATED at Vancouver, British Columbia, on June 10, 1993.

Dean E. Holley
Superintendent of Brokers