45-525 - Exemption for distribution reinvestment plans [BCI - Rescinded]

Concurrently Published:

• 45-106 - Prospectus and Registration Exemptions [NI - Rescinded]
• BCN 2005/54 - BC Instrument 45-525 Exemption for distribution reinvestment plans [BCN - Lapsed]

The British Columbia Securities Commission, having considered that it is not prejudicial to the public interest, orders that the attached BC Instrument 45-525 entitled Exemption for distribution reinvestment plans is made.

November 18, 2005

Brent W. Aitken
Vice Chair 

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(This part is for administrative purposes only and is not part of the Order) 

Authority under which Order is made:
Act and sections:- Securities Act, sections 48 and 76
Other (specify):-

BC Instrument 45-525

 Exemption for distribution reinvestment plans 

Order Under Sections 48 and 76 of Securities Act

1.     Subject to paragraphs 3 and 5, the dealer registration requirement in section 34(1)(a) of the Act does not apply in respect of the following trades by an issuer, or by a trustee, custodian or administrator acting for or on behalf of the issuer, to a security holder of the issuer if the trades are permitted by a plan of the issuer:

a)     a trade in a security of the issuer’s own issue if dividends or distributions out of earnings, surplus, capital or other sources payable in respect of the issuer’s securities are applied to the purchase of the security, and

b)     subject to paragraph 2, a trade in a security of the issuer’s own issue if the security holder makes optional cash payments to purchase the security of the issuer that trades on a marketplace.

2.     The aggregate number of securities issued under the optional cash payment referred to in subparagraph 1(b) must not exceed, in any financial year of the issuer during which the trade takes place, 2% of the issued and outstanding securities of the class to which the plan relates as at the beginning of the financial year.

3.     A plan that permits the trades described in paragraph 1 must be available to every security holder in Canada to which the dividend or distribution is available.

4.     Subject to paragraphs 3 and 5, the prospectus requirement in section 61 of the Act does not apply to a distribution of a security in the circumstances referred to in paragraph 1 provided that the first trade of a security acquired under this exemption is subject to section 2.6 of National Instrument 45-102 Resale of Securities.

5.     This exemption does not apply to a trade in a security of an investment fund.