NIN 98/58 - Notice of Proposed Amendment to National Instrument 14-101 - Definitions [NIN - Rescinded]

The Commission, together with other members of the Canadian Securities Administrators (the "CSA"), is publishing for comment a proposed amendment to National Instrument 14-101 - Definitions (the "National Instrument"). The National Instrument, which was adopted by each of the jurisdictions of the CSA and came into force on April 1, 1997, was designed to achieve three purposes. First, the National Instrument was intended to provide a national approach to interpretation of national instruments and increase the level of consistency in both interpretation and application of national instruments. Second, the National Instrument was intended to provide a framework of terms the definitions of which the CSA have agreed upon for use in future national instruments. Third, the National Instrument set out definitions of commonly used terms (e.g., "Canadian GAAP"), terms necessary to provide local application of a national instrument (e.g., "securities regulatory authority"), and terms used in more than one national instrument, although not used as frequently as some of the more general terms.

At the time the National Instrument was published for comment, it was expected that it would need to be amended from time to time to add definitions of new terms that meet any of the above criteria. The purpose of the proposed amendment is primarily to add a number of definitions to the National Instrument.

Summary of Proposed Amendment

The proposed amendment to the National Instrument would add a number of definitions of new terms to the National Instrument so that those terms would be defined for the purposes of national instruments. The proposed amendment also updates certain references and includes reference to "multilateral instruments", so that the National Instrument applies to Multilateral Instruments as well. The proposed amendment also modifies subsection 1.1(2) to refer to one or more jurisdictions rather than a single jurisdiction.

Comments

Interested parties are invited to make written submissions with respect to the proposed National Instrument. Submissions received by December 11, 1998 will be considered.

Submissions should be sent to all of the Canadian securities regulatory authorities listed below in care of the Ontario Commission, in duplicate, as indicated below

British Columbia Securities Commission
Alberta Securities Commission
Saskatchewan Securities Commission
Manitoba Securities Commission
Ontario Securities Commission
Office of the Administrator, New Brunswick
Registrar of Securities, Prince Edward Island
Nova Scotia Securities Commission
Department of Government Services and Lands, Newfoundland
Registrar of Securities, Government of Northwest Territories
Registrar of Securities, Government of Yukon

c/o Daniel P. Iggers, Secretary
Ontario Securities Commission
20 Queen Street West
Suite 800, Box 55
Toronto, Ontario M5H 3S8

Submissions should also be addressed to the Commission des valeurs mobilières du Québec as follows:

Jacques Labelle, General Secretary
Commission des valeurs mobilières du Québec
800 Victoria Square
Stock Exchange Tower
P.O. Box 246, 17th Floor
Montréal, Québec H4Z 1G3

A diskette containing the submissions (in DOS or Windows format, preferably WordPerfect) should also be submitted. As securities legislation in certain provinces requires that a summary of written comments received during the comment period be published, confidentiality of submissions cannot be maintained.

Questions may be referred to any of:

Melody Schalm
Legal Counsel
British Columbia Securities Commission
(604) 899-6644

David Sheridan
Legal Counsel
Alberta Securities Commission
(403) 297-2630

Barbara Shourounis
Director
Saskatchewan Securities Commission
(306) 787-5645
Randee Pavalow
Policy Co-ordinator/Advisor
Ontario Securities Commission
(416) 593-8257

Rosetta Gagliardi
Policy Advisor
Commission des valeurs mobilières du Québec
(514) 873-5326

DATED at Vancouver, British Columbia, on September 10, 1998.

Douglas M. Hyndman
Chair

PART 1 AMENDMENTS

1.1 Amendment

(1) National Instrument 14-101 Definitions is amended by

(a) adding the words "or multilateral instrument" after the words "national instrument" every place they appear in section 1.1 except in the definition of "national instrument";

(b) deleting subsection 1.1(2) and replacing it with the following:

(2) A provision or reference within a provision of a national instrument or multilateral instrument that specifically refers by name to one or more jurisdictions other than the local jurisdiction shall not have any effect in the local jurisdiction, unless otherwise stated in the national instrument or multilateral instrument.;

(c) amending the definition of "1933 Act" in subsection 1.1(3) by adding the words ",as amended from time to time" following the word "America";

(d) amending the definition of "1934 Act" in subsection 1.1(3) by adding the words ",as amended from time to time" following the word "America";

(e) adding the following definition to subsection 1.1(3) after the definition of "1934 Act":

"adviser registration requirement" means the requirement in securities legislation that prohibits a person or company from acting as an adviser unless the person or company is registered in the appropriate category of registration under securities legislation;

(f) adding the following definitions to subsection 1.1(3) after the definition of "CSA":

"dealer registration requirement" means the requirement in securities legislation that prohibits a person or company from trading in a security unless the person or company is registered in the appropriate category of registration under securities legislation;

"equity security" has the meaning ascribed to that term in securities legislation;

(g) adding the following definitions to subsection 1.1(3) after the definition of "implementing law of a jurisdiction":

"insider reporting requirement" means the requirement in securities legislation for an insider of a reporting issuer to file reports disclosing the insider's direct or indirect beneficial ownership of, or control or direction over, securities of the reporting issuer;

"issuer bid" has the meaning ascribed to that term in securities legislation;

(h) adding the following definition to subsection 1.1(3) after the definition "local jurisdiction":

"multilateral instrument" means an instrument described by the CSA as a multilateral instrument, and adopted or made by the securities regulatory authority;

(i) adding the following definition to subsection 1.1(3) after the definition of "national instrument":

"networking notice requirement" means the requirement in securities legislation that a registrant give written notice to the securities regulatory authority or regulator before entering into a networking arrangement;

(j) adding the following definitions to subsection 1.1(3) after the definition of "person or company":

"prospectus requirement" means the requirement in securities legislation that prohibits a person or company from distributing a security unless a preliminary prospectus and prospectus for the security have been filed and receipts obtained for them;

"registration requirement" means the requirement in securities legislation that prohibits a person or company from trading in a security or acting as an underwriter or an adviser unless the person or company is registered in the appropriate category of registration under securities legislation;

(k) deleting the word "and" following the definition of "securities regulatory authority" in subsection 1.1(3) and adding the following definitions to subsection 1.1(3) after the definition of "SRO":

"take-over bid" has the meaning ascribed to that term in securities legislation;

"underwriter registration requirement" means the requirement in securities legislation that prohibits a person or company from acting as an underwriter unless the person or company is registered in the appropriate category of registration under securities legislation; and

"U.S. federal securities law" means the federal statutes of the United States of America concerning the regulation of securities markets and trading in securities and the regulations, rules, forms and schedules under those statutes, all as amended from time to time; and

(l) replacing the words "Securities Registry, Government of the Northwest Territories" opposite "Northwest Territories" in Appendix C with the words "Registrar of Securities, Northwest Territories".

PART 2 EFFECTIVE DATE

2.1 Effective Date - This Amendment comes into force on Ÿ.