NIN 98/72 - Trading in Securities Using the Internet and Other Electronic Means [NIN - Rescinded]

The British Columbia Securities Commission, together with the other members of the Canadian Securities Administrators (the "CSA"), is publishing for comment proposed National Policy 47-201 (the "Policy") concerning trading in securities using the Internet and other electronic means.

The Policy is an initiative of the CSA, and is expected to be implemented in all of the jurisdictions of the CSA. The Policy is being published concurrently with proposed National Policy 11-201 entitled "Delivery of Documents by Electronic Means".

Background and Purpose of Policy

The CSA recognize that technology is an important tool for market participants, and that the regulatory structure should facilitate developments that encourage innovation. At the same time, innovation should not be supported by compromising investor protection or investor confidence in the integrity of the markets.

The purpose of the Policy is to state the views of the CSA on a number of issues relating to the use of the Internet and other electronic means of communication in connection with trades and distributions of securities. It is expected that the Commission Notice dated March 3, 1997 concerning trading securities and providing advice respecting securities on the Internet (NIN#97/9) will be revoked, effective the date the Policy is ultimately adopted by the CSA.

Summary of Policy

The Policy reminds market participants that, given the interjurisdictional nature of the Internet, they must be mindful of the securities laws of all Canadian and foreign jurisdictions when posting material on the Internet.

The Policy states the CSA generally consider a person to be trading in securities in a jurisdiction if that person posts on the Internet a document that offers, or solicits trades of, securities, if that document is accessible to persons in the jurisdiction. However, the CSA will not consider the posting of a document on the Internet to be a trade or, if applicable, a distribution in a jurisdiction if

(a) the document contains a prominently displayed disclaimer that identifies the jurisdictions or foreign jurisdictions in which the offering or solicitation is qualified to be made, and that identification does not include the jurisdiction; and

(b) reasonable precautions are taken by all persons offering or soliciting trades of securities through the document not to sell to anyone resident in the jurisdiction.

The Policy also reminds market participants of the registration requirements of Canadian securities legislation (i.e., even if the prospectus requirements are met, securities must be sold through a person registered to trade), and of the views of certain CSA members, including the British Columbia Securities Commission, concerning distributions made from their jurisdictions.

The Policy also states the CSA’s views concerning "waiting period" and advertising requirements, and provides guidelines concerning Internet roadshows.

Comments

Interested parties are invited to make written submissions with respect to the Policy. Submissions received by February 17, 1999 will be considered.

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

British Columbia Securities Commission
Alberta Securities Commission
Saskatchewan Securities Commission
The 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 and Labrador
Registrar of Securities, Government of the Northwest Territories
Registrar of Securities, Government of the Yukon Territory

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

Claude St Pierre, Secretary
Commission des valeurs mobilières du Québec
Stock Exchange Tower
800 Victoria Square
P.O. Box 246, 22nd 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 the written comments received during the comment period be published, confidentiality of submissions received cannot be maintained.

Questions may be referred to any of:

Melody Schalm
Legal Counsel, Policy & Legislation
British Columbia Securities Commission
(604) 899-6644
E-mail: mschalm@bcsc.bc.ca

Marsha Manolescu
Legal Counsel, Applications
Alberta Securities Commission
(403) 422-1914
E-mail: marsha.manolescu@gov.ab.ca

Barbara Shourounis
Director
Saskatchewan Securities Commission
(306) 787-5842
E-mail: barbara.shourounis.ssc@govmail.gov.sk.ca

Sylvie Lalonde
Policy Advisor
Commission des valeurs mobilières du Québec
(514) 940-2150
E-mail: sylvie.lalonde@cvmq.gouv.qc.ca

Randee Pavalow
Policy Coordinator
Ontario Securities Commission
(416) 593-8257
E-mail: rpavalow@osc.gov.on.ca

Terry Moore
Legal Counsel, Market Operations
Ontario Securities Commission
(416) 593-8133
E-mail: tmoore@osc.gov.on.ca

Bill Slattery
Director of Corporate Finance and Administration
Nova Scotia Securities Commission
(902) 424-7355
E-mail: slattejw@gov.ns.ca

DATED at Vancouver, British Columbia, on December 29, 1998.

Adrienne R. Wanstall
Member