51-501 - BC Transitional Orders Relating to Former Alberta and Vancouver Stock Exchange Issuers [BOR - Rescinded]

On November 26, 1999, the British Columbia Securities Commission issued Blanket Order 51-501 (BC) entitled "Transitional Orders Relating to Former Alberta and Vancouver Stock Exchange Issuers" (the "Original Order").

The Commission, having considered that to do so would not be prejudicial to the public interest, orders that the Original Order is varied by

(1) deleting the reference to "section 144" and replacing it with "section 145" in section 3.6 of Part 3, and

(2) deleting the reference to "section 145" and replacing it with "section 144" in section 3.7 of Part 3,

with the result that the Original Order as varied by this order is issued as set out in the attached Schedule.

DATED at Vancouver, British Columbia, on December 21, 1999.

 Douglas M. Hyndman
 Chair

(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 1(1), 76, 91, 114, 119, 171 and 187
Other (specify):-

SCHEDULE

Order Under Sections1(1), 76, 91, 114, 119, 171 and 187 of the Securities Act

PART 1  DEFINITIONS

1.1 Definitions - In this Blanket Order:

"ASC" means the Alberta Securities Commission;

"ASE" means the Alberta Stock Exchange;

"Alberta Securities Laws" means the Securities Act (Alberta) and ASC Rules;

"CDNX" means the Canadian Venture Exchange Inc.;

"CDNX-ASE Issuer" means an issuer whose securities are listed on CDNX and were listed on the ASE on November 26, 1999;

"CDNX-VSE Issuer" means an issuer whose securities are listed on CDNX and were listed on the VSE on November 26, 1999;

"Equivalent Alberta Requirements" means the requirements under Alberta Securities Laws that are equivalent to the requirements from which a person is exempted under Part 3 of this Blanket Order;

"Equivalent Alberta Document" means the document required to be filed under the Equivalent Alberta Requirements;

"Merger" means the merger of the ASE and VSE;

"New Exchange Issuer" means a CDNX-ASE Issuer whose securities are not listed or quoted on any other exchange or quotation and trade reporting system in Canada other than CDNX;

"New Exchange Issuer Notice" means a letter filed by a New Exchange Issuer that is addressed to the Supervisor, Statutory Filings, British Columbia Securities Commission, and that states that the issuer irrevocably elects not to be subject to Parts 2 and 3 of this Blanket Order;

"New Reporting Issuer" means a CDNX-ASE Issuer that was not a reporting issuer under the Act prior to the Merger and became a reporting issuer under paragraph (c) of the definition of reporting issuer in section 1(1) of the Act as a result of having securities listed on CDNX;

"New Reporting Issuer Notice" means a letter filed by a New Reporting Issuer that is addressed to the Supervisor, Statutory Filings, British Columbia Securities Commission, and that states that the issuer

(a) irrevocably elects not to be subject to Part 3 of this Blanket Order; and

(b) has notified the Persons Affected by concurrently sending a copy of the letter to the Persons Affected;

"Participating Issuer" means a New Reporting Issuer that

(a) does not qualify as a reporting issuer under any of paragraphs (a), (b), (d), (e) or (f) of the definition of reporting issuer in section 1(1) of the Act; and

(b) has not filed a New Reporting Issuer Notice;

"Persons Affected" means persons known to a New Reporting Issuer at the time the issuer sends a New Reporting Issuer Notice that are insiders or securityholders of the New Reporting Issuer that are entitled to rely on at least one of the exemptions in Part 3 of this Blanket Order;

"Resale Rules" means sections 140, 141, 142 and 143 of the Securities Rules;

"Transition Period" means the period starting at 11:59 p.m. (Mountain Standard Time) on November 26, 1999 and ending on the later of June 30, 2001 and the date specified in a notice that the Executive Director may issue before June 30, 2001;

"VSE" means the Vancouver Stock Exchange.

1.2 Interpretation - Unless otherwise defined in this Blanket Order, terms used in this Blanket Order that are defined or interpreted in the Securities Act or Securities Rules should be read in accordance with the Securities Act or Securities Rules.

PART 2  ORDER EXCLUDING NEW EXCHANGE ISSUERS

Under section 1(1) of the Act, the definition of "exchange issuer" does not include a New Exchange Issuer during the Transition Period unless the New Exchange Issuer has filed a New Exchange Issuer Notice.

PART 3  ORDERS RELATING TO NEW REPORTING ISSUERS

3.1 Transitional Orders - The orders under this part apply to a New Reporting Issuer that is a Participating Issuer during the Transition Period.

3.2 Resale Rules Do Not Apply - Under section 187 of the Act, the Resale Rules do not apply to a trade in a security of a Participating Issuer.

3.3 Trades Deemed To Be Distributions - Under section 76 of the Act, a trade in a security of a Participating Issuer that would be subject to the Resale Rules absent the order in Part 3.2 of this Blanket Order is deemed to be a distribution.

3.4 Control Person Exemption Does Not Apply - Under section 187 of the Act, the exemption in section 128(d) of the Securities Rules does not apply to a trade in a security of a Participating Issuer.

3.5 Material Changes - Under section 91 of the Act, a Participating Issuer is exempt from the requirements of section 85 of the Act provided that the issuer is a reporting issuer under Alberta Securities Laws and files the Equivalent Alberta Document with the Commission at the same time it files with the ASC under the Equivalent Alberta Requirements.

3.6 Annual Financial Statements - Under section 91 of the Act, a Participating Issuer is exempt from the requirements of section 145 of the Securities Rules provided that

(a) the issuer is a reporting issuer under Alberta Securities Laws and files the Equivalent Alberta Document with the Commission at the same time it files with the ASC under the Equivalent Alberta Requirements, and

(b) the issuer sends the Equivalent Alberta Document to each holder in British Columbia of its securities, other than holders of debt instruments, at the same time it sends to holders of its securities in Alberta, other than holders of debt instruments.

3.7 Interim Financial Statements - Under section 91 of the Act, a Participating Issuer is exempt from the requirements of section 144 of the Securities Rules provided that

(a) the issuer is a reporting issuer under Alberta Securities Laws and files the Equivalent Alberta Document with the Commission at the same time it files with the ASC under the Equivalent Alberta Requirements; and

(b) the issuer either

 (i) sends the Equivalent Alberta Document to each holder in British Columbia of its securities, other than holders of debt instruments, at the same time it sends to holders of its securities in Alberta, other than holders of debt instruments, or
 (ii) complies with all the requirements respecting interim financial statements of National Policy No. 41 or any successor instrument.

3.8 Changes in Financial Year End - Under section 91 of the Act, a Participating Issuer is exempt from the requirements of section 146 of the Securities Rules provided that the issuer is a reporting issuer under Alberta Securities Laws.

3.9 Proxy Solicitations - Under section 119 of the Act, a person soliciting proxies from securityholders of a Participating Issuer is exempt from the requirements of section 117 of the Act provided that the issuer is a reporting issuer under Alberta Securities Laws and the person files the Equivalent Alberta Document with the Commission at the same time it files with the ASC under the Equivalent Alberta Requirements.

3.10 Insider Trade Reporting - Under section 91 of the Act, an insider of a Participating Issuer is exempt from the requirements of section 87 of the Act provided that the issuer is a reporting issuer under Alberta Securities Laws and the insider files the Equivalent Alberta Document with the ASC under the Equivalent Alberta Requirements.

3.11 Acquisition Reporting - Under section 114 of the Act, an offeror that acquires securities of a Participating Issuer is exempt from the requirements of sections 111 and 112 of the Act provided that the issuer is a reporting issuer under Alberta Securities Laws and the offeror files the Equivalent Alberta Document with the ASC under the Equivalent Alberta Requirements.

PART 4  VSE RESALE MATRIX CONTINUED FOR CDNX-VSE ISSUERS

Under section 187 of the Act, the Resale Rules as they apply to a trade in a security of a CDNX-VSE Issuer that was acquired by the seller on or before November 26, 1999, are varied as follows:

(a) the requirement that the "issuer is listed on an exchange with recognized resale requirements" in the Resale Rules does not apply and is replaced with the requirement that "the issuer is listed on CDNX and was listed on the VSE on November 26, 1999"; and

(b) the requirement that the "the seller has held the security for the time required by the recognized resale requirements" does not apply and is replaced with the requirement that "the seller has held the security for the time required by the VSE resale matrix in effect on November 26, 1999".

PART 5  EFFECTIVE DATE

This Blanket Order is effective at 11:59 p.m., (Mountain Standard Time) on November 26, 1999.