NIN 96/27 - Communication with the Securities Commission [NIN - Rescinded]
| Published Date: | 1996-08-16 |
|---|---|
| Effective Date: | 1996-08-15 |
This Notice is intended to provide general guidance for those who frequently make inquires of, or file documents with, the British Columbia Securities Commission. It replaces NIN#92/2.
TELEPHONE ENQUIRIES
One of the Commission's objectives is to provide efficient and responsive service to the public and to the securities industry. Each month, staff receive several hundred telephone inquiries concerning everything from office hours to legislative interpretation. No one person at the Commission can respond to all of these inquiries, but our telephone receptionists are trained to help direct your call to the appropriate personnel.
Attached to this Notice is an Information Directory that lists some of the most common inquiry topics along with the name of the Commission Division or Department normally responsible for them. The Directory includes each Division's phone and facsimile number. If you have an inquiry, please refer to the Directory and call or fax the appropriate Division directly, or ask our receptionists to connect you. The Commission has installed voice mail on most lines to avoid having callers 'bounced' from telephone to telephone. Please leave a detailed message if a particular staff member is not available when you call.
Please note that Commission staff cannot provide legal advice. Staff will, however, try to help you understand the securities legislation and may be able to refer you to other sources that would be of help.
E-MAIL INQUIRIES
Since September 1995, the Commission has been able to receive and respond to inquiries via the Internet at: inquiries@email.bcse.gov.bc.ca
For inquiries sent by e-mail, it is helpful if the note begins with an 'attention' line (e.g. Attn: Corporate Finance) so it can be immediately directed to the appropriate Division or staff member.
WRITTEN ENQUIRIES
Written enquiries should be addressed to the British Columbia Securities Commission, 11th floor, 865 Hornby Street, Vancouver, B.C. V6Z 2H4 and marked to the attention of the approriate Division or Department.
FILINGS AND OTHER CORRESPONDENCE
Staff are able to process mail and couriered deliveries much more efficiently if the envelope containing the material is either addressed to a specific Division or describes, briefly, the type of filing being made. The suggested address format for filings and other correspondence is:
British Columbia Securities Commission
11th floor, 865 Hornby StreetVancouver, B.C. V6Z 2H4
Attn: ( Div. or Dept.) Re: (type of filing)
Again, reference to the attached Directory will help you identify the right department for your filing.
Some of the most common types of filing, along with suggested addressing information, are listed below:
| Type of Filing | Attn: | Re: |
| Preliminary Prospectuses | Corporate Finance | Prelim. Prospectus |
| Financial Statements/Quarterly Reports | Statutory Filings | Fin. Statement |
| Reports of Exempt Distribution | Exemptions & Orders | Form 20 |
| Insider Reports | Insider Reporting | s.70 filing |
| Press Releases | Records | s.67 filing |
| Material Change Reports | Records | s.67 filing |
| Confidential Material Change Reports | Statutory Filings | *Confidential* |
| Other Materials sent to Security Holders | Records | Rule 153 filing |
| Applications for Discretionary Orders | Exemptions & Orders | Application |
FILING FEES
Several types of filing are subject to fees under section 22 of the Securities Regulation. Please remember to include, with your filing:
1. a cheque for the appropriate fees, made payable to the British Columbia Securities Commission; and 2. a completed Fee Checklist, available from the Commission's Information and Records Dept.
FOLLOW-UP MATERIAL
If you are filing 'follow-up' material (e.g. additional material related to an ongoing matter like a prospectus review or an application for relief) please mark the envelope and the first page of any covering letter as follows:
Attn: (name of staff member)
Follow up Material re: (name of issuer, dealer, etc.)
INFORMATION ONLY DOCUMENTS
When you are filing documents with the Commission for information only (i.e. not pursuant to a statutory filing requirement) please indicate that on the face of the covering letter and attachments by marking them 'For Information Only'.
INSIDER REPORTS
Form 36 is the Insider Reporting form accepted by every jurisdiction in Canada. In British Columbia Insider Reports can be filed by mail or facsimile. If filed by mail, the report must bear an original signature of the filer.
If filed by facsimile, Insider Reports must be sent to the Commission's dedicated Insider Reporting Fax Line at (604) 775-3129. Reports must be clear and legible and insiders must keep on file the originals and the fax confirmation slip. If you file your insider reports by facsimile you do not need to file the originals by mail as well. If you plan to file by fax, please refer to BOR#95/5.
No filing fee applies to Insider Reports unless they are filed late.
PRESS RELEASES
A press release announcing a material change in the affairs of a reporting issuer is required to be filed under section 67(1)(a) of the Act. Press releases can be filed with the Records Department by mail or facsimile. If filed by facsimile, they must be sent to the following fax number: (604) 775-3029.
If you have filed a press release by facsimile you do not need to file it by mail as well.
Press releases must be filed 'as soon as practicable' after a material change occurs. Either the press release or the facsimile cover sheet must include the name of the senior officer(s) authorizing the press release on behalf of the issuer. Authorization by a director who is not a senior officer does not meet the requirement of section 67(1). The name of the issuer, its address and its phone number should be clearly set out at the top of the press release.
While coverage on news wire services is important for timely dissemination of information in press releases, it does not satisfy the requirements of the Act for a copy of the press release to be filed with the Commission.
Issuers should refer to National Policy No. 40 for guidance about the content and proper balance of press releases. Issuers must also consider the requirements of any exchange on which their securities are listed.
MATERIAL CHANGE REPORTS
A Material Change Report (Form 27) must be filed by a reporting issuer no later than 10 days after each material change occurs. These reports must be filed by mail or courier and must bear an original signature. There is no fee for the filing of Material Change Reports in B.C.
CONFIDENTIAL MATERIAL CHANGE REPORTS
Confidential material change reports filed under section 67(2) of the Act must be filed by mail or courier and must bear an original signature. They should be addressed to the Statutory Filings Dept. and clearly marked "Confidential". Insiders and others involved in the filing of a confidential material change report are reminded that they are prohibited from trading while a material change report is kept confidential.
If an Issuer files a confidential material change report it must advise the Statutory Filings Dept., in writing, every 10 days afterwards if it believes the report should remain confidential.
INVESTOR COMPLAINTS
If you would like to file a formal complaint relating to a breach of the Act or regulations, or the conduct of a registrant or issuer, you should do so through the Enforcement Enquiries Unit. Formal complaints should be made, if at all possible, in writing and should be accompanied by supporting documents. Call the Enforcement Enquiries Line at (604) 660-4938 for more details.
HEARINGS AND REVIEWS
The Commission has jurisdiction to review decisions and rulings made by individual members of the Commission, the Executive Director, the Vancouver Stock Exchange and the Investment Dealers Association (Pacific District). Any person directly affected by a decision or ruling of one of those bodies may commence a proceeding before the Commission by requesting a Hearing and Review. The request should be sent to the Secretary of the Commission. For information on Hearings and Reviews, please refer to the Commission's Local Policy Statement 3-12.
CONFIDENTIALITY
As a rule, records required to be filed with the Commission are presumed to be public documents unless they fall within the confidentiality provisions of the Securities Act (section 151(3)) or the Freedom of Information and Protection of Privacy Act.
Filers should assume that records required to be filed with the Commission will be placed in a public file unless specific confidentiality requirements are met. If you are unsure whether your filing will be held in confidence you should call the Division that the filing will be directed to. If you wish to maintain confidential treatment of a record you should first determine if the information in the record is subject to the mandatory confidentiality provisions of the FOIPP Act. If not, you will have to make a separate application to the Commission seeking confidentiality under section 151(3) of the Securities Act, giving reasons to support your application. The application should accompany or precede your filing.
Records that are considered confidential by the Commission are not published or placed in the public file. However, with the exception of information obtained in an investigation under section 126 of the Act or subject to disclosure prohibitions under the FOIPP Act, the Commission may still be obliged to make records available to the public should an application be made under the FOIPP Act.
Certain records that are not required to be filed under the Securities Act, such as correspondence between an applicant and the Commission, would not generally be placed in the public file.
INTERNET ACCESS
Each week the Commission posts insider reporting data, the defaulting reporting issuers list and information about exempt securities distributions (as published in the Weekly Summary) to an Internet site for public viewing. The new site address is http://www.bcsc.bc.ca
PUBLIC INFORMATION CENTRE
Requests for registration forms, insider reporting forms, quarterly reports and fee checklists are handled through the Commission's Public Information Centre on the 11th Floor at 865 Hornby Street, Vancouver. Forms can be picked up in person or you can telephone 660-9689 to request that these forms be sent to you by mail.
The Commission's public files are available for viewing daily during normal business hours. There is a $6 file search fee. File search services conducted by Commission staff are available for clients located outside the lower mainland on payment of a $6 fee. For more information contact the Records Department at 660-4846.
DATED at Vancouver, British Columbia, on August 15, 1996.
Douglas M. Hyndman
Chair
1100-865 Hornby Street, Vancouver, British Columbia, Canada V6Z 2H4
Information Directory
Main Switchboard: (604) 660-4800
Toll Free Number (B.C. Only): 1-800-373-6393
E-Mail Address: inquiries@email.bcse.gov.bc.ca
 | Phone (604) | | Fax (604) |
| Chief Accountant | 660-4884 | | 660-5473 |
| Compliance and Enforcement Div. | 660-4938 | | 660-3997 |
| Corporate Finance Div. | 660-4127 | | 660-5473 |
| Executive Director's Office | 660-4859 | | 660-2688 |
| Exemptions and Orders Div. | 660-4877 | | 660-5473 |
| Information Officer | 660-4844 | | 775-3029 |
| Insider Reporting Unit | 660-4873 | | 775-3129 |
| Policy and Legislation Div. | 660-4959 | | 660-2688 |
| Records Dept. | 660-4846 | | 775-3029 |
| Registration Div. | 660-4833 | | 660-2688 |
| Secretary to the Commission | 660-4857 | | 660-2688 |
| Statutory Filings Dept. | 660-4890 | | 660-2688 |
| Subject | Division | Phone | Fax |
| | | |
| Advertising: prospectus offerings | Corporate Finance | 660-4127 | 660-5473 |
| Advertising: exempt trades & distributions | Exemptions and Orders | 660-4877 | 660-5473 |
| Advertising: registrants | Registration | 660-4833 | 660-2688 |
| Annual information forms (AIFs) | Corporate Finance | 660-4127 | 660-5473 |
| Annual interim financial statements and quarterly reports | Statutory Filings | 660-4890 | 660-2688 |
| Applications: discretionary orders | Exemptions and Orders | 660-4877 | 660-5473 |
| Applications: hearings and reviews | Secretary to the Commission | 660-4857 | 660-2688 |
| Applications: registration of dealers, underwriters, advisers, salespersons, etc. | Registration | 660-4833 | 660-2688 |
| Blanket Orders (BORs): obtaining copies | See Appendix | | |
| Brochures & Pamphlets: obtaining copies | Information Officer | 660-4844 | 775-3029 |
| Commodity Pools | Corporate Finance | 660-4127 | 660-5473 |
| Consents under the Company Act (restorations, waiver of auditor) | Statutory Filings | 660-4890 | 660-2688 |
| Control Person: definition of | Insider Reporting Unit | 660-4873 | 775-3129 |
| Control Person: reporting requirements (Forms 23 and 36) | Insider Reporting Unit | 660-4873 | 775-3129 |
| Discretionary Orders: registration, prospectuses, continuous disclosure, proxy solicitations, take over bids | Exemptions and Orders | 660-4877 | 660-5473 |
| Early Warning Reports (s. 93 reports) | Insider Reporting Unit | 660-4873 | 775-3129 |
| Enforcement: Complaints | Compliance & Enforcement | 660-4938 | 660-3997 |
| Enforcement: General Enquiries | Compliance & Enforcement | 660-4938 | 660-3997 |
| Enforcement: Outstanding Orders | Compliance & Enforcement | 660-4938 | 660-3997 |
| Engineering/Mining Reports | Corporate Finance | 660-4127 | 660-5473 |
| Escrow Shares - transfer and cancellation | Corporate Finance | 660-4127 | 660-5473 |
| Exchange Offering Prospectuses (including financial statement requirements) | VSE (Corporate Finance Services) | 689-3334 | 682-6549 |
| Exempt take over bids and issuer bids | Exemptions and Orders | 660-4877 | 660-5473 |
| Exempt Trades and Distributions (including private placements) | Exemptions and Orders | 660-4877 | 660-5473 |
| Fees: public file searches, photocopies | Records | 660-4846 | 775-3029 |
| Fees: annual information forms, prospectuses, mutual funds, commodity pools, rights offerings, engineering reports, escrow shares, restoration of dormant companies | Corporate Finance | 660-4127 | 660-5473 |
| Fees: early warning reports (s.93 reports), insider reports (Form 36), control person reports (Form 23) | Insider Reporting Unit | 660-4873 | 775-3129 |
| Fees: hearing & review applications | Secretary to the Commission | 660-4857 | 660-2688 |
| Fees: material change reports, change in financial year end, take over bid and issuer bid circulars, annual and interim financial statements, quarterly reports, confidential material change reports, shareholder meetings, Company Act consents | Statutory Filings | 660-4890 | 660-2688 |
| Fees: discretionary orders, exempt trades and distributions, form 20 filings, offering memorandum | Exemptions and Orders | 660-4877 | 660-5473 |
| Fees: applications for registration, notices of change, forms 4b, networking arrangements | Registration | 660-4833 | 660-2688 |
| Financial Statements: registrants | Registration | 660-4856 | 660-2688 |
| Financial Statements: changes in financial year end | Statutory Filings | 660-4890 | 660-2688 |
| Financial Statements: foreign GAAP/GAAS | Chief Accountant | 660-4884 | 660-5473 |
| Financial Statements: GAAP/GAAS | Chief Accountant | 660-4884 | 660-5473 |
| Financial Statements: reservations in audit opinions | Chief Accountant | 660-4884 | 660-5473 |
| Forms (not pre-printed): obtaining blank copies (e.g. prospectus forms, Forms 20, 20A, information circular forms) | See Appendix | | |
| Forms (pre-printed): obtaining blank copies (e.g. insider reports, registration applications, quarterly reports) | Records | 660-9689 | 775-3029 |
| Forms 4b - directors and officers of exchange issuers | Registration | 660-4833 | 660-2688 |
| Forms 20: filing requirements | Exemptions and Orders | 660-4877 | 660-5473 |
| Forms 20a: how to complete | Exemptions and Orders | 660-4877 | 660-5473 |
| Freedom of Information requests | Manager, Public Information and Records | 660-4827 | 775-3029 |
| Going Public Information Package: obtaining copies | Information Officer | 660-4844 | 775-3029 |
| Hearing and review applications | Secretary to the Commission | 660-4857 | 660-2688 |
| Hearings: Notices, Adjournments, Decisions | Secretary to the Commission | 660-4857 | 660-2688 |
| Insider Reporting requirements (form 36) | Insider Reporting Unit | 660-4873 | 775-3129 |
| Insider Report Forms: obtaining blank copies | Records | 660-9689 | 775-3029 |
| Insider Reports: obtaining completed copies for particular insiders | Records | 660-4846 | 775-3029 |
| Insider: definition of | Insider Reporting Unit | 660-4873 | 775-3129 |
| Insider bids: circulars | Statutory Filings | 660-4890 | 660-2688 |
| Issuer Bids: exemptions | Exemptions and Orders | 660-4877 | 660-5473 |
| Joint Regulatory Financial Questionnaire and Report (JRFQ) | Registration | 660-4856 | 660-2688 |
| Legislation (Act, Rules, Regulation): obtaining copies | See Appendix | | |
| Letters of Good Standing | Statutory Filings | 660-4890 | 660-2688 |
| Local/National Policies: obtaining copies | See Appendix | | |
| Local or national policies, blanket orders or notices (not relating to obtaining copies, a specific case or referred to elsewhere in this Information Directory) | Policy and Legislation | 660-4959 | 660-2688 |
| Material Change Reports: confidential | Statutory Filings | 660-4890 | 660-2688 |
| Material Change Reports: filing requirements (form 27) | Statutory Filings | 660-4890 | 660-2688 |
| Media Inquiries | Executive Director's Office | 660-4859 | 660-2688 |
| Mutual Funds | Corporate Finance | 660-4127 | 660-5473 |
| Networking Arrangements | Registration | 660-0001 | 660-2688 |
| Notices and Interpretation Notes (NINs): obtaining copies | See Appendix | | |
| Notices of Intention to Sell (form 23) | Insider Reporting Unit | 660-4873 | 775-3129 |
| Offering Memoranda: financial requirements. | Statutory Filings | 660-4890 | 660-2688 |
| Offering Memoranda: requirements (other than financial) | Exemptions and Orders | 660-4877 | 660-5473 |
| Press Releases: contents, filing requirements | Statutory Filings | 660-4890 | 660-2688 |
| Principles of Regulation | Registration | 660-4833 | 660-2688 |
| Prospectus offerings (other than Exchange Offering Prospectuses) | Corporate Finance | 660-4127 | 660-5473 |
| Prospectuses: whether a receipt has been issued | Corporate Finance | 660-4127 | 660-5473 |
| Public File Searches (prospectuses, press releases, financial statements and other information filed by public companies available for viewing) | Records | 660-4846 | 775-3029 |
| Quarterly Reports - filing requirements | Statutory Filings | 660-4890 | 660-2688 |
| Quarterly Report Forms: obtaining blank copies | Records | 660-9689 | 775-3029 |
| Registered Education Savings Plans | Corporate Finance | 660-4127 | 660-5473 |
| Registration Application Forms: obtaining blank copies | Records | 660-9689 | 775-3029 |
| Registration: IDA Member Firms and employees | IDA | 683-6222 | 683-6050 |
| Registration: VSE member firms and employees | VSE (Member Services) | 689-3334 | 682-8514 |
| Registration: whether a person is registered | Registration | 660-4833 | 660-2688 |
| Registration: list of current registrants (microfiche only) | Information Officer | 660-4844 | 775-3029 |
| Registration: notices of change relating to dealers; underwriters; advisers; partners, directors & officers; salespersons and advising employees | Registration | 660-4833 | 660-2688 |
| Registration: record keeping requirements | Registration | 660-4833 | 660-2688 |
| Reporting Issuers: confirmation of status | Statutory Filings | 660-4890 | 660-2688 |
| Responses to documents published for comment | Policy and Legislation | 660-4959 | 660-2688 |
| Restoration of dormant companies | Corporate Finance | 660-4127 | 660-5473 |
| Rights Offerings | Corporate Finance | 660-4127 | 660-5473 |
| SEDAR (electronic filing) | CDS (Help Desk) | 1-800- 219-5381 | (416) 365-0842 |
| Shareholder Communication (NP 41): waivers | Statutory Filings | 660-4890 | 660-2688 |
| Shareholder Meetings | Statutory Filings | 660-4890 | 660-2688 |
| Take over bid and issuer bid circulars | Statutory Filings | 660-4890 | 660-2688 |
| Take over bids: exemptions | Exemptions and Orders | 660-4877 | 660-5473 |
| Technical (assessment) reports | Corporate Finance | 660-4127 | 660-5473 |
| Underwriter conflicts of interest | Registration | 660-4833 | 660-2688 |
| Weekly Summary Subscriptions | Information Officer | 660-4844 | 775-3029 |
APPENDIX
To purchase copies of the Act, Regulation and Rules, contact
Crown Publications
521 Fort Street
Victoria, B.C. V8W 1E7
Tel: (604) 386-4636
Fax: (604) 386-0221Queen's Printer
849 Hornby Street
Vancouver, B.C. V6Z 1T9
Tel: (604) 660-0981
Fax: (604) 660-1170Worldwide Books and Maps
736A Granville Street
Vancouver, B.C. V6Z 1G3
Tel: (604) 687-3320
Fax: (604) 687-5925
Forms (mock-up format only), Notices and Interpretation Notes (NINs), Blanket Orders (BORs), National, Local and Uniform Act Policies may be purchased from:
Superior Repro
#200 - 1112 West Pender Street
Vancouver, B.C. V6E 2S1
Tel: (604) 683-2181
Fax: (604) 683-2189
A bound, annotated compilation of the Act, Regulation, Rules, Forms, Notices and Interpretation Notes (NINs), Blanket Orders (BORs) and National, Local and Uniform Act Policies is published annually by:
Carswell
#710 - 815 West Hastings Street
Vancouver, B.C.
V6C 1B4
Telephone (604) 685-8171
Fax (604) 685-5343
A complete set of the Act, Regulation, Rules, National, Local and Uniform Act Policies, Forms, Notices and Interpretation Notes (NINs), Blanket Orders (BORs) and other materials are available on a subscription basis from:
Continuing Legal Education Society of British Columbia
#300 - 845 Cambie Street
Vancouver, B.C. V6B 5T2
Tel: (604) 669-3544(toll-free: 1-800-663-0437)
Fax: (604) 669-9260
email: custserv@cle.bc.ca
internet: www.cle.bc.caCCH Canadian Limited
Canadian Securities Law Reporter
Suite 1760 - One Bentall Centre505 Burrard Street
Vancouver, B.C. V7X 1M6
Tel: (604) 688-7522
Fax: (604) 688-0451