51-504 - Transitional Exemptions Relating To WSE Issuers [BCI - Rescinded]

BRITISH COLUMBIA SECURITIES COMMISSION

BC INSTRUMENT 51-504

The British Columbia Securities Commission, having considered that to do so would not be prejudicial to the public interest, orders that the attached BC Instrument 51-504 entitled “Transitional Exemptions Relating To WSE Issuers” is made effective November 24, 2000.

DATED at Vancouver, British Columbia, on November 22, 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(2)(c) and 119 (2)(b)
Other (specify):-

 
BC INSTRUMENT 51-504

TRANSITIONAL EXEMPTIONS RELATING TO WSE ISSUERS

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

Definitions

1. In this Instrument:

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

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

“CDNX” means the Canadian Venture Exchange Inc.;

“CDNX Invitation” means the CDNX document entitled ‘Invitation to Make Application to List on CDNX’ dated October 12, 2000;

“Commission” means the British Columbia Securities Commission;

“Extraprovincial Commission” means, where the Extraprovincial Reporting Issuer is a reporting issuer under

(a) Alberta Securities Laws, the Alberta Securities Commission; or

(b) Ontario Securities Law, but not Alberta Securities Laws, the Ontario Securities Commission;

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

“Extraprovincial Jurisdiction” means, where the Extraprovincial Reporting Issuer is a reporting issuer under

(a) Alberta Securities Laws, Alberta; or

(b) Ontario Securities Law, but not Alberta Securities Laws, Ontario;

“Extraprovincial Reporting Issuer” means a New Reporting Issuer that is a reporting issuer under

(a) Ontario Securities Law; or

(b) Alberta Securities Laws and

(i) was a reporting issuer under Alberta Securities Laws prior to its Listing Date; or

(ii) subsequent to its Listing Date, conducts a transaction or takes any other action that would make it a reporting issuer under Alberta Securities Laws; or

(c) both (a) and (b) above;

“Extraprovincial Requirements” means, where the Extraprovincial Reporting Issuer is a reporting issuer under

(a) Alberta Securities Laws, the requirements under Alberta Securities Laws; or

(b) Ontario Securities Law, but not Alberta Securities Laws, the requirements under Ontario Securities Law,

that are equivalent to the requirements from which a person is exempted under Sections 7, 8, 9, 10, 11 and 12 of this Instrument;

“Listing Date” means, for each New Reporting Issuer or New Exchange Issuer, the date its securities become listed and posted for trading on CDNX;

“Manitoba Issuer” means a New Reporting Issuer that

(a) is not a reporting issuer under Ontario Securities Law;

(b) prior to its Listing Date was not a reporting issuer under Alberta Securities Laws; and

(c) has not, subsequent to its Listing Date, conducted a transaction or taken any other action that would make it a reporting issuer under Alberta Securities Laws;

“Manitoba Securities Laws” means the MSA, the regulations made under the MSA and any decision, order or ruling of the MSC or the director, or any deputy director, of the MSC made under authority vested in or imposed upon him or her by the MSC, the MSA or the regulations made under the MSA;

“MSA” means the Securities Act (Manitoba);

“MSA Document” means the document required to be filed under the applicable MSA Requirements;

“MSA Requirements” means the requirements under Manitoba Securities Laws that correspond to the requirements from which a person is exempted under Sections 14, 15, 16, 17 and 18 of this Instrument;

“MSC” means the Manitoba Securities Commission;

“New Exchange Issuer” means an issuer that

(a) has

(i) received a CDNX Invitation and either

(A) as at November 3, 2000, had issued securities that were listed on the WSE; or

(B) as at November 24, 2000, had submitted an application to have its securities listed on the WSE; or

(ii) issued securities that were listed on both the WSE and CDNX and, at any time between October 12, 2000 and November 24, 2000, ceased to be listed on the WSE; and

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

(c) is an exchange issuer under section 1(1) of the Act;

“New Reporting Issuer” means an issuer that

(a) has received a CDNX Invitation and either

(i) as at November 3, 2000, had issued securities that were listed on the WSE; or

(ii) as at November 24, 2000, had submitted an application to have its securities listed on the WSE;

(b) has issued securities that are listed on CDNX;

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

(d)  has not, subsequent to its Listing Date, conducted a transaction or taken 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);

“Rules” means the British Columbia Securities Rules;

“SEDAR” means the System for Electronic Document Analysis and Retrieval;

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

“WSE” means The Winnipeg Stock Exchange;

“WSE Document” means the document required to be filed under the applicable WSE Requirements; and

“WSE Requirements” means the requirements prescribed by the WSE as at November 24, 2000 that correspond to the requirements from which a person is exempted under Sections 13, 14 and 15 of this Instrument, including, without limitation, the requirement to

(a) issue and file a news release disclosing any ‘material change’ (as defined in WSE Policy 2.1);

(b) file audited annual financial statements within 140 days of the issuer’s fiscal year end; and

(c) file interim financial statements prepared in accordance with generally accepted accounting principles for each 3 month period, including comparative statements with the last fiscal year, within 60 days of the end of each period.

Interpretation

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

Transitional Exemptions

3. The exemptions under this Instrument apply during the applicable Transition Period.

Changes in Financial Year End - New Reporting Issuers

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

Quarterly Report - New Exchange Issuers

5. Under section 91 of the Act, a New Exchange Issuer is exempt from the requirements of section 152 of the Rules and the requirements of section 149 of the Rules respecting quarterly reports.

Personal Information Form - New Exchange Issuers

6. Under section 91 of the Act, persons who are or become directors or officers of a New Exchange Issuer are exempt from the requirements of section 90 of the Act.

Material Changes - Extraprovincial Reporting Issuers

7. Under section 91 of the Act, an Extraprovincial Reporting Issuer is exempt from the requirements of section 85 of the Act provided that the Extraprovincial Reporting Issuer files the Extraprovincial Document with the Commission at the same time and in the same manner that it files the Extraprovincial Document with the Extraprovincial Commission under the Extraprovincial Requirements.

Annual Financial Statements - Extraprovincial Reporting Issuers

8. Under section 91 of the Act, an Extraprovincial Reporting Issuer is exempt from the requirements of sections 145 and 149 of the Rules provided that the Extraprovincial Reporting Issuer

(a) files the Extraprovincial Document with the Commission at the same time and in the same manner that it files the Extraprovincial Document with the Extraprovincial Commission under the Extraprovincial Requirements; and

(b) sends the Extraprovincial 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 Extraprovincial Document to each holder in the Extraprovincial Jurisdiction of its securities, other than holders of debt instruments.

Interim Financial Statements - Extraprovincial Reporting Issuers

9. Under section 91 of the Act, an Extraprovincial 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 the Extraprovincial Reporting Issuer

(a) files the Extraprovincial Document with the Commission at the same time and in the same manner that it files the Extraprovincial Document with the Extraprovincial Commission under the Extraprovincial Requirements; and

(b) either

 (i) sends the Extraprovincial 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 Extraprovincial Document to each holder in the Extraprovincial Jurisdiction 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).

Proxy Solicitations / Information Circulars - Extraprovincial Reporting Issuers

10. Under section 119 of the Act

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

(i) files the Extraprovincial Document with the Commission at the same time and in the same manner that it files the Extraprovincial Document with the Extraprovincial Commission under the Extraprovincial Requirements; and

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

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

Insider Trade Reporting - Extraprovincial Reporting Issuers

11. Under section 91 of the Act, an insider of an Extraprovincial Reporting Issuer is exempt from the requirements of section 87 of the Act provided that the insider files the Extraprovincial Document with the Extraprovincial Commission under the Extraprovincial Requirements.

Acquisition Reporting - Extraprovincial Reporting Issuers

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

Material Changes - Manitoba Issuers

13. Under section 91 of the Act, a Manitoba Issuer is exempt from the requirements of section 85 of the Act provided that the Manitoba Issuer files the WSE Document with the Commission via SEDAR under the SEDAR category for “material change filings” within the time period prescribed by the WSE Requirements.

Annual Financial Statements - Manitoba Issuers

14. Under section 91 of the Act, a Manitoba Issuer is exempt from the requirements of sections 145 and 149 of the Rules provided that the Manitoba Issuer

(a) files the MSA Document with the Commission via SEDAR within the time period prescribed by the WSE Requirements;

(b) complies with the MSA Requirements and the requirements under the corporate legislation governing the Manitoba Issuer, if any, respecting delivery of annual financial statements to security holders; and

(c) if it sends the MSA Document to holders in Manitoba of its securities, sends the MSA 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 MSA Document to each holder in Manitoba of its securities, other than holders of debt instruments.

Interim Financial Statements - Manitoba Issuers

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

(a) files the MSA Document with the Commission via SEDAR within the time period prescribed by the MSA Requirements;

(b) files the WSE Document with the Commission via SEDAR within the time period prescribed by the WSE Requirements;

(c) either

(i) sends the MSA Document to each holder in British Columbia of its securities, other than holders of debt instruments, within the time period and in the manner prescribed by the MSA Requirements respecting holders in Manitoba of securities; 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); and

(d) if it sends the WSE Document to holders in Manitoba of its securities, sends the WSE 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 WSE Document to each holder in Manitoba of its securities, other than holders of debt instruments.

Proxy Solicitations / Information Circulars - Manitoba Issuers

16. Under section 119 of the Act

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

(i) files the MSA Document with the Commission via SEDAR within the time period prescribed by the MSA Requirements; and

(ii) sends the MSA Document to each holder in British Columbia of the Manitoba Issuer’s securities, other than holders of debt instruments, within the time period and in the manner prescribed by the MSA Requirements respecting holders in Manitoba of securities; and

(b) a Manitoba Issuer is exempt from section 184 of the Rules provided that the Manitoba Issuer files the MSA Document with the Commission via SEDAR within the time period prescribed by the MSA Requirements.

Insider Trade Reporting - Manitoba Issuers

17. Under section 91 of the Act, an insider of a Manitoba Issuer is exempt from the requirements of section 87 of the Act provided that if the insider

(a) is required under the MSA Requirements to file the MSA Document, the insider files the MSA Document with the MSC; or

(b) is not required under the MSA Requirements to file the MSA Document, the insider files the MSA Document with the Commission

within the time period prescribed by the MSA Requirements.

Acquisition Reporting - Manitoba Issuers

18. Under section 114 of the Act, an offeror that acquires securities of a Manitoba Issuer is exempt from the requirements of sections 111 and 112 of the Act provided that the offeror

(a) complies with all of the MSA Requirements; and 

(b) if the offeror

(i) is required under the MSA Requirements to file the MSA Document, files the MSA Document with the MSC via SEDAR; or

(ii) is not required under the MSA Requirements to file the MSA Document, files the MSA Document with the Commission via SEDAR

 within the time period prescribed by the MSA Requirements.