51-501CP - Transitional Orders Relating to Former Alberta and Vancouver Stock Exchange Issuers [CP - Rescinded]
| Published Date: | 1999-12-03 |
|---|---|
| Effective Date: | 1999-11-26 |
| Rescinded Date: | 2000-09-29 |
PART 1 BACKGROUND AND PURPOSE
1.1 Background - Effective November 26, 1999, the VSE and ASE merged to form CDNX, which has now been recognized by the Commission under section 24(2) of the Act as an exchange in British Columbia. CDNX has also been recognized for various specific purposes under the Act and Securities Rules, including for the purpose of the definition of an "exchange issuer" in section 1(1) of the Act. CDNX has not carried forward the resale requirements of the VSE that were recognized under Part 8 of the Securities Rules.
As a result of the recognition of CDNX under section 24(2), certain issuers formerly listed on the ASE that are listed on CDNX have become reporting issuers under paragraph (c) of the definition of "reporting issuer" in section 1(1) of the Act. As a result of the recognition of CDNX for the purposes of the definition of an "exchange issuer", certain issuers formerly listed on the ASE would have become, but for Blanket Order 51-501 (BC), exchange issuers. Because CDNX has not carried forward the VSE resale matrix, persons who acquired securities of a VSE issuer under certain prospectus exemptions would not be able, but for Blanket Order 51-501 (BC), to trade those securities in reliance on the VSE resale matrix.
1.2 Purpose - The purposes of BOR#51-501 (BC) are
(a) to preserve the "status quo" in respect of New Reporting Issuers and New Exchange Issuers during the Transition Period, and
(b) to continue the application of the VSE resale matrix to trades related to exempt distributions that were made on or before November 26, 1999.
BOR#51-501 (BC) preserves the "status quo" in the sense that it provides certain exemptions and removes certain benefits during the Transition Period. BOR#51-501 (BC) exempts a New Reporting Issuer and certain persons that are subject to requirements in relation to the New Reporting Issuer (e.g., insiders) from certain disclosure obligations and excludes them from certain benefits, such as trading a security of a Participating Issuer in reliance on the Resale Rules. The exclusion of a New Exchange Issuer from the definition of "exchange issuer" results in a New Exchange Issuer being exempted from certain obligations (e.g., filing Form 61 reports) and losing certain benefits (e.g., additional registration and prospectus exemptions) that would otherwise apply to an exchange issuer.
While a New Reporting Issuer and New Exchange Issuer are automatically subject to BOR#51-501 (BC), participation is voluntary. A Participating Issuer or a New Exchange Issuer may file a notice at any time in accordance with the provisions of BOR#51-501 (BC) and elect not to be subject to its terms.
PART 2 DEFINITIONS
2.1 Equivalent Alberta Requirements - The following are the Equivalent Alberta Requirements as they existed at the time BOR#51-501 (BC) was issued:
| Exemptions in Part 3 of Blanket Order | Equivalent Alberta Requirements |
| Section 85 Act | Section 118 Securities Act (Alberta) |
| Section 145 Securities Rules | Section 121 Securities Act (Alberta) |
| Section 144 Securities Rules | Section 120 Securities Act (Alberta) |
| Section 146 Securities Rules | No equivalent provision under Alberta Securities Laws; however, Participating Issuer may be subject to National Policy No. 51 - Changes in the Ending Date of a Financial Year and in Reporting Status. |
| Section 117 Act | Sections 127 and 128 Securities Act (Alberta) |
| Section 87 Act | Section 147 Securities Act (Alberta) |
| Sections 111 and 112 Act | Sections 141 and 142 Securities Act (Alberta) |