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Securities Law

NIN 97/43 - Adoption of National Instrument 32-101 Small Securityholder Selling and Purchase Arrangements [NIN - Rescinded]

Published Date: 1997-10-31
Effective Date: 1997-10-30
On October 10, 1997, the British Columbia Securities Commission made a Commission rule concerning small securityholder selling and purchase arrangements, effective December 1, 1997. The text of the rule, B.C. Reg. 351/97, which is known as National Instrument 32-101, is published in the Weekly Summary of October 31, 1997.

National Instrument 32-101 will exempt an issuer and its agents from adviser and dealer registration requirements in Canadian securities legislation for certain activities relating to arrangements that permit holders of small amounts of securities of the issuer to sell those securities or to acquire additional securities in accordance with the policies of certain stock exchanges.

The exemption will be subject to the condition that neither the issuer nor its agent provide advice on participation by a securityholder in an arrangement, other than a description of the operation of the arrangement, procedures for participation in the arrangement, or both. This condition is consistent with the manner in which small securityholder selling and purchase arrangements are currently conducted.

The National Instrument also expands current exemptions available in several jurisdictions by allowing any agent of the company, not only a transfer agent, to use the exemptions.

In the National Instrument, the Canadian securities regulatory authorities recognize the policies of The Toronto Stock Exchange, The Montreal Exchange and The Alberta Stock Exchange, and provision is made for the Canadian securities regulatory authorities to designate other stock exchanges that have policies substantially similar to the policy of The Toronto Stock Exchange. The Commission has designated The Vancouver Stock Exchange for the purposes of the National Instrument, effective December 1, 1997. The Commission has amended Local Policy Statement 3-44 Recognition of Self Regulatory Body, Exchanges and Jurisdictions to reflect this designation. This amendment is published in the Weekly Summary of October 31, 1997.

The National Instrument is derived from blanket orders and rulings issued by the Canadian securities regulatory authorities, including, in British Columbia, BOR#87/29 and BOR#87/30, both dated June 11, 1987. These blanket orders and rulings will be revoked by BOR#97/8, effective December 1, 1997 and published in the Weekly Summary of October 31, 1997.

The Commission made the rule following publication on January 17, 1997 of a proposed rule. No written comments were received during the comment period that expired on April 18, 1997. The Commission provided advance notice of the rule in the Weekly Summary of August 29, 1997.

The National Instrument will come into force as a rule on December 1, 1997 in both British Columbia and Alberta. The National Instrument came into force as a rule in Ontario on October 22, 1997 and is expected to come into force at different times in other jurisdictions, as a rule in Nova Scotia, as a Commission regulation in Saskatchewan and as a policy in each of the other jurisdictions represented by the CSA. A similar notice is being published in the October 31, 1997 issue of the Alberta Securities Commission Summary.

DATED at Vancouver, British Columbia, on October 30, 1997.

Douglas M. Hyndman