NIN 99/33 - Adoption of Amendments to National Instrument 13-101 "System for Electronic Document Analysis and Retrieval" ("SEDAR") and the SEDAR Filer Manual [NIN - Rescinded]

Published Date:	1999-08-27
Effective Date:	1999-08-26

The British Columbia Securities Commission (the "Commission"), together with other members of the Canadian Securities Administrators (the "CSA"), is publishing in the Weekly Summary the text of amendments (B.C. Reg. 271/99) to National Instrument 13-101 entitled "System for Electronic Document Analysis and Retrieval (SEDAR)". The Commission is also publishing on its website (www.bcsc.bc.ca) the new version, Version 6.0, of the SEDAR Filer Manual: Standards, Procedures and Guidelines for Electronic Filing with the Canadian Securities Administrators (the "Filer Manual"). The Filer Manual will be published in paper format in the near future. The amendments and the Filer Manual are effective on September 7, 1999.

The Commission published the proposed amendments for comment on February 26, 1999 (NIN#99/5). During the comment period, which expired on May 28, 1999, only one comment was received. A discussion of that comment is included below.

Summary of Amendments

The amendments to National Instrument 13-101 do the following:

• delete various definitions and interpretative provisions that are contained in National Instrument 14-101, entitled "Definitions", and therefore no longer needed in National Instrument 13-101;
  
• provide for incorporation by reference in all jurisdictions of the most recent version of the Filer Manual (this changes the approach in other jurisdictions, to be consistent with British Columbia’s approach, in order to avoid the need to amend the National Instrument each time a new version of the Filer Manual is released);
  
• permit electronic filers to file in paper format appendices and other supplemental materials that are prepared as part of mining reports;
  
• delete the provision directing persons to file certain documents in paper format with the various stock exchanges, as the stock exchanges are now accepting documents in electronic format through SEDAR;
  
• remove certain transitional provisions (and related definitions), including Appendix B, that are no longer needed now that the phase-in of electronic filers has been completed; and
  
• amend the list of documents in Appendix A that must be filed in electronic format, including notices filed in connection with SHAIF filings under Local Policy Statement No. 3-27.

The only drafting change that has been made to the amendments as published for comment is the insertion of the effective date of September 7, 1999.

In addition, certain amendments have been made to the Filer Manual. Version 6.0 is the first version of the Filer Manual to have been published since the publication of Version 2.0 dated November 1, 1996. Version 6.0 contains amendments that primarily reflect enhancements to the SEDAR Filer Software made since the publication of Version 2.0 and incorporated in upcoming Release 6.0 of the SEDAR Filer Software.

Release 6.0 of the SEDAR Filer Software includes changes designed to accommodate the implementation of the Mutual Reliance Review System (the "MRRS") and to remove references to policies that will no longer be in place once the MRRS is adopted. The CSA will shortly be publishing a Notice that outlines the changes made to the SEDAR system to accommodate MRRS filings. The CSA Notice will also provide instructions for making non-MRRS filings on SEDAR prior to the adoption of the proposed Memorandum of Understanding to implement MRRS and of National Policy 43-201 entitled "Mutual Reliance Review System for Prospectuses and AIFs".

Version 2.0 of the Filer Manual permits electronic filings of documents prepared in Portable Document Format ("PDF"), as well as those that are created using specific versions of Corel WordPerfect and Microsoft Word. However, file formats created using newer versions of these word processors have proven to be inconsistent, with the result that electronic filings often cannot be viewed correctly.

In order to ensure that documents filed and archived in electronic format through SEDAR are more accessible, both to securities regulatory authorities and members of the public, Version 6.0 of the Filer Manual requires all electronic filings to be made in PDF. Consistent with this change, correspondence transmitted by the Canadian securities regulatory authorities through SEDAR will also be in PDF. Documents prepared in a wide range of electronic formats, including Corel WordPerfect and Microsoft Word, may be readily converted into PDF by using the software product known as Adobe Acrobat.

Summary of Comment Received

The only comment letter received by the CSA was directed at the proposed amendment to the Filer Manual to require all electronic filings to be made in PDF format. The commenter suggested that members of the public would not upgrade their computer hardware and software in order to access electronic filings in PDF format and that this would limit access to those individuals with significant financial resources and computer expertise.

The CSA do not agree that the use of PDF would limit access to electronic filings to those members of the public with significant financial resources and computer expertise. Members of the public will be able to retrieve and view PDF documents simply by obtaining a free copy of the Adobe Acrobat Reader from Adobe's website or through any other distributor of free software. Furthermore, the installation and use of the Adobe Acrobat Reader is quite straightforward and does not require any significant computer expertise. The CSA are of the view that the use of PDF will make filings more accessible to the public, because many users are able to access documents only in Word or WordPerfect format, not both.

While the proposed amendments to the Filer Manual may impose an additional cost on filers that do not currently own and use Adobe Acrobat, CDS Inc., the SEDAR filing service contractor, has negotiated a special purchase arrangement for SEDAR subscribers that will reduce the cost of acquiring Adobe Acrobat. The CSA believe that the use of PDF as a single electronic file format will make electronic filings more accessible to filers, Canadian securities regulatory authorities and members of the public and will allow documents to be retrieved, viewed and printed more efficiently. In the view of the CSA, the benefits far outweigh any costs.

Questions

Questions may be referred to:

DATED at Vancouver, British Columbia, on August 26, 1999.

Douglas M. Hyndman
Chair

Ref: LPS 3-27
NI 13-101
NIN#99/5
NP 43-201
SEDAR Filer Manual

PART 1 AMENDMENTS

1.1 Amendments- National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR) is amended b

(a) deleting the following definitions from section 1.1:

"equity security";

"foreign jurisdiction";

"jurisdiction";

"local jurisdiction";

"person or company";

"phase-in date";

"regulator";

"securities directions";

"securities legislation";and

"securities regulatory authority";

(b) deleting subsections 1.2 (5) and (6);

(c) adding to subsection 2.2 (1) the following paragraph after paragraph 5:

"6. A document that is required by securities legislation or securities directions other than this Instrument to be filed in electronic format.";

(d) adding to section 2.2 the following subsection:

"(3) Despite paragraph 3 of subsection (1), the appendices or other supplemental materials forming part of a mining report filed as a supporting document may be filed in paper format.";

(e) deleting paragraph 1 of subsection 2.3 (1) and replacing it with the following:

"1. A document that is required or permitted to be filed on a confidential basis under securities legislation or securities directions unless the securities legislation or securities directions require the confidential filing to be made in electronic format.";

(f) deleting section 4.1 and replacing it with the following:

"4.1 SEDAR Filer Manual

(1) The most recent version of the SEDAR Filer Manual: Standards, Procedures and Guidelines for Electronic Filing with the Canadian Securities Administrators, as approved by the regulator or the securities regulatory authority, is incorporated by reference in this Instrument.

(2) An electronic filing shall be prepared and transmitted in accordance with the standards, procedures and guidelines set forth in the SEDAR Filer Manual.";

(g) deleting subsection 4.3 (5);

(h) deleting Part 6 and replacing it with the following:

"Part 6 - Joint Filings

6.1 Joint Filings - An electronic filer shall file in electronic format in accordance with this Instrument a document that is to be filed jointly by an electronic filer and another person or company that is not an electronic filer.";

(i) deleting the following appendices:

Appendix B;

Appendix C;

Appendix D;

Appendix E;and

Appendix F;

(j) deleting the following from part I B. of Appendix A:

"8. Management Proxy
Circular/Information Circular

9. Change of Auditor Filings

10. Change in Year End Filings"

(k) adding the following to part I B. of Appendix A:

"8. Annual Filing of a Reporting Issuer BC, Alta,
(Form 28-British Columbia, Alberta, Sask, Ont
Ontario, Nova Scotia and and NS
Form 26-Saskatchewan)

9. Notice of Securityholders’ Meeting and Record Date

10. Management Proxy
Circular/Information Circular

11. Change of Auditor Filings

12. Change in Year End Filings

13. Labour Sponsored Investment Fund Ont";
Corporation Quarterly and Annual Share
Valuation Reports

(l) adding the following to part II A. of Appendix A:

"(d) Alberta Filings:

1. Preliminary Prospectus (Local Filing) Alta

2. Final Prospectus (Local Filing) Alta

3. Preliminary Exchange Offering Alta Prospectus (Local Filing)

4. Final Exchange Offering Alta";
Prospectus (Local Filing)

(m) deleting the following from part II B.(a) of Appendix A:

"13. Film Producer’s Compliance Report

14. Future Oriented Financial Information Filings

15. Change in Year End Filings";

(n) adding the following to part II B.(a) of Appendix A:

"13. Future Oriented Financial Information Filings

14. Changes in Year End Filings

15. Annual Information Form (SHAIF System) BC, Alta

16. Amended Annual Information BC, Alta
Form (SHAIF System)

17. Notice (SHAIF System) BC, Alta";

(o) deleting the following from part II B. of Appendix A:

"(b) Ontario Filings:

1. Labour Sponsored Investment Fund Ont
Corporation Quarterly and Annual
Share Valuation Report

2. Junior Natural Resource Issuer Filings Ont";

(p) adding the following to part II B. of Appendix A:

"(b) Ontario Filings:

1. Junior Natural Resource Issuer Filings Ont".

PART 2 EFFECTIVE DATE

2.1 Effective Date - This Amendment comes into force on September 7, 1999.