51-502 - Transitional Orders Relating To Former Alberta Stock Exchange Issuers [BCI - Rescinded]

The British Columbia Securities Commission, having considered that to do so would not be prejudicial to the public interest, orders, effective September 29, 2000, that:

1. Blanket Order 51-502 (BC) entitled “Transitional Orders Relating To Former Alberta Stock Exchange Issuers” is issued as set out in the attached Schedule; and

2. BOR#51-501 (BC) is revoked.

DATED at Vancouver, British Columbia, on September 28, 2000.

Douglas M. Hyndman
Chair

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

Authority under which Order is made:
Act and sections:- Securities Act, sections 76, 91, 114, 119 and 171
Other (specify):-

SCHEDULE

BLANKET ORDER

TRANSITIONAL ORDERS RELATING TO FORMER ALBERTA STOCK EXCHANGE ISSUERS
 
Order Under Sections 76, 91, 114, 119 and 171 of the Securities Act

Definitions

1. In this Blanket Order:

“Act” means the Securities Act (British Columbia);

“Alberta Securities Laws” has the meaning set out in the Securities Act (Alberta);

“ASC” means the Alberta Securities Commission;

“ASE” means The Alberta Stock Exchange;

“CDNX” means the Canadian Venture Exchange Inc.;

“CDNX-ASE Issuer” means an issuer that has issued securities that are listed on CDNX and were listed on the ASE on November 26, 1999;

“Commission” means the British Columbia Securities Commission;

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

“Equivalent Alberta Requirements” means the requirements under Alberta Securities Laws that are equivalent to the requirements from which a person is exempted under Sections 4, 5, 6, 8, 9, 10 and 11 of this Blanket Order;

“Merger” means the merger of the ASE and VSE;

“New Reporting Issuer” means a CDNX-ASE Issuer that

(a) is a reporting issuer under Alberta Securities Laws;

(b) was not a reporting issuer under the Act prior to the Merger and became a reporting issuer only under paragraph (c) of the definition of reporting issuer in section 1(1) of the Act as a result of having its securities listed and posted for trading on CDNX;

(c) has not, since the date of the Merger, conducted a transaction or taken any other action that would make it a reporting issuer under section 1(1) of the Act; and

(d)  since the date of the Merger has not filed with the Commission one or more notices pursuant to BOR#51-501 (BC) irrevocably electing to be treated as a reporting issuer or an exchange issuer under the Act;

“New Transition Period” means the period starting on the date of this Blanket Order and ending on June 30, 2001; and

“Rules” means the British Columbia Securities Rules.

Interpretation

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

Transitional Orders relating to New Reporting Issuers

3. The orders under Sections 4, 5, 6, 7, 8, 9, 10 and 11 of this Blanket Order apply to a New Reporting Issuer during the New Transition Period.

Material Changes

4. Under section 91 of the Act, a New Reporting Issuer is exempt from the requirements of section 85 of the Act provided that the New Reporting Issuer files the Equivalent Alberta Document with the Commission at the same time and in the same manner that it files the Equivalent Alberta Document with the ASC under the Equivalent Alberta Requirements.

Annual Financial Statements

5. Under section 91 of the Act, a New Reporting Issuer is exempt from the requirements of sections 145 and 149 of the Rules provided that:

(a) the New Reporting Issuer files the Equivalent Alberta Document with the Commission at the same time and in the same manner that it files the Equivalent Alberta Document with the ASC under the Equivalent Alberta Requirements; and

(b) the New Reporting 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 and in the same manner that it sends the Equivalent Alberta Document to each holder in Alberta of its securities, other than holders of debt instruments.

Interim Financial Statements

6. Under section 91 of the Act, a New Reporting Issuer is exempt from the requirements of sections 144 (1), (2), (3), (4), (5), (6) and (8) and 149 of the Rules provided that:

(a) the New Reporting Issuer files the Equivalent Alberta Document with the Commission at the same time and in the same manner that it files the Equivalent Alberta Document with the ASC under the Equivalent Alberta Requirements; and

(b) the New Reporting 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 and in the same manner that it sends the Equivalent Alberta Document to each holder in Alberta of its securities, other than holders of debt instruments, or

(ii) complies with all the requirements respecting interim financial statements described in National Policy No. 41 (or any successor instrument to National Policy No. 41).

Changes in Financial Year End

7. Under section 91 of the Act, a New Reporting Issuer is exempt from the requirements of section 146 of the Rules.

Proxy Solicitations

8. Under section 119 of the Act:

(a) a person soliciting proxies from security holders of a New Reporting Issuer is exempt from the requirements of section 183 of the Rules and section 117 of the Act provided that:

(i) the person files the Equivalent Alberta Document with the Commission at the same time and in the same manner that it files the Equivalent Alberta Document with the ASC under the Equivalent Alberta Requirements; and

(ii) the person sends the Equivalent Alberta Document to each holder in British Columbia of the New Reporting Issuer’s securities, other than holders of debt instruments, at the same time and in the same manner that it sends the Equivalent Alberta Document to each holder in Alberta of the New Reporting Issuer’s securities, other than holders of debt instruments; and

(b) a New Reporting Issuer is exempt from section 184 of the Rules provided that the New Reporting Issuer files the Equivalent Alberta Document with the Commission at the same time and in the same manner that it files the Equivalent Alberta Document with the ASC under the Equivalent Alberta Requirements.

Insider Trade Reporting

9. Under section 91 of the Act, an insider of a New Reporting Issuer is exempt from the requirements of section 87 of the Act provided that the insider files the Equivalent Alberta Document with the ASC under the Equivalent Alberta Requirements.

Acquisition Reporting

10. Under section 114 of the Act, an offeror that acquires securities of a New Reporting Issuer is exempt from the requirements of sections 111 and 112 of the Act provided that the offeror complies with all of the Equivalent Alberta Requirements.

Control Persons

11. Under section 76 of the Act, a control person of a New Reporting Issuer is exempt from the requirements under sections 128(d)(ii), 136 and 137 of the Rules provided that the control person complies with all of the Equivalent Alberta Requirements.
Transitional Orders relating to New Reporting Issuers that are Exchange Issuers

12. The orders under Sections 13 and 14 of this Blanket Order apply to a New Reporting Issuer that is an exchange issuer under section 1(1) of the Act during the New Transition Period.

Quarterly Report

13. Under section 91 of the Act, a New Reporting Issuer that is an exchange issuer under section 1(1) of the Act is exempt from the requirements of sections 152 and 149 of the Rules.

Personal Information Form

14. Under section 91 of the Act, persons who are or become directors or officers of a New Reporting Issuer that is an exchange issuer under section 1(1) of the Act, as set out in paragraph (a) (ii) of NIN#2000/29, are exempt from the requirements of section 90 of the Act.