51-503 - Transitional Orders Relating To Former CDN Quoted Issuers And Former TSE Issuers [BCI - Rescinded]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 Blanket Order 51-503 (BC) entitled “Transitional Orders Relating To Former CDN Quoted Issuers And Former TSE Issuers” is issued as set out in the attached Schedule.

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 91, 114 and 119
Other (specify):-

SCHEDULE

BLANKET ORDER

TRANSITIONAL ORDERS RELATING TO FORMER CDN QUOTED ISSUERS
AND FORMER TSE ISSUERS

Orders Under Sections 91, 114 and 119 of the Securities Act

Definitions

1. In this Blanket Order:

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

“CDN” means the Canadian Dealing Network Inc., a wholly owned subsidiary of the TSE;

“CDNX” means the Canadian Venture Exchange Inc.;

“CDNX-CDN Issuer” means an issuer that has issued securities that are listed on CDNX and that, as at September 1, 2000, had
 
(a)  issued securities that were quoted on CDN; or

(b) submitted to CDN a complete application to have the issuer’s securities quoted on CDN, and subsequent to September 1, 2000 receives approval for quotation on CDN;

“CDNX-TSE Issuer” means an issuer that:

(a) has issued securities that are listed on CDNX; and

(b) was suspended from trading on the TSE for failure to meet the revised continued listing requirements published by the TSE on October 1, 1999;

“Commission” means the British Columbia Securities Commission;

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

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

“Listing Date” means, for each New Reporting Issuer, the date as of which that New Reporting Issuer has securities that are listed and posted for trading on CDNX and, in the case of a CDNX-CDN Issuer, that date must be no later than January 2, 2001;

“New Reporting Issuer” means a CDNX-CDN Issuer or a CDNX-TSE Issuer that

(a)  is a reporting issuer under Ontario Securities Law;

(b) was not a reporting issuer under the Act prior to having its securities listed and posted for trading on CDNX on the Listing Date 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 on the Listing Date;  and 

(c)  does not, subsequent to the Listing Date, conduct a transaction or take any other action that would make it a reporting issuer under section 1(1) of the Act;

“Ontario Securities Law” has the meaning set out in section 1(1) of the Securities Act (Ontario);

“OSC” means the Ontario Securities Commission;

“Rules” means the British Columbia Securities Rules;

“Transition Period” means, for each New Reporting Issuer,  the period starting on the later of the date of this Blanket Order and the Listing Date for that New Reporting Issuer and ending on June 30, 2001; and

“TSE” means The Toronto Stock Exchange Inc.

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 and 10 of this Blanket Order apply to a New Reporting Issuer during the applicable 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 Ontario Document with the Commission at the same time and in the same manner that it files the Equivalent Ontario Document with the OSC under the Equivalent Ontario 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 Ontario Document with the Commission at the same time and in the same manner that it files the Equivalent Ontario Document with the OSC under the Equivalent Ontario Requirements; and

(b) the New Reporting Issuer sends the Equivalent Ontario 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 Ontario Document to each holder in Ontario 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 Ontario Document with the Commission at the same time and in the same manner that it files the Equivalent Ontario Document with the OSC under the Equivalent Ontario Requirements; and

(b) the New Reporting Issuer either:

(i) sends the Equivalent Ontario 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 Ontario Document to each holder in Ontario 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 Ontario Document with the Commission at the same time and in the same manner that it files the Equivalent Ontario Document with the OSC under the Equivalent Ontario Requirements; and

(ii) the person sends the Equivalent Ontario 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 Ontario Document to each holder in Ontario 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 Ontario Document with the Commission at the same time and in the same manner that it files the Equivalent Ontario Document with the OSC under the Equivalent Ontario 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 Ontario Document with the OSC under the Equivalent Ontario 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 Ontario Requirements.

Transitional Orders relating to New Reporting Issuers that are Exchange Issuers

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

Quarterly Report

12. 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

13. 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.