55-102 - System For Electronic Data On Insiders (SEDI) [NI Proposed - Lapsed]
| Published Date: | 2000-06-16 |
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PART 1 DEFINITIONS AND INTERPRETATION
1.1 Definitions - In this Instrument
“access key” means an alpha-numerical code issued by SEDI in respect of each insider that files an insider profile in SEDI format and in respect of each SEDI issuer that files an issuer profile supplement in SEDI format;
“class” includes a series of a class;
“filing agent” means a person or company that is authorized by a SEDI filer to make a SEDI filing on behalf of the SEDI filer;
“insider profile” means a set of information providing a profile of a person or company that is an insider of a SEDI issuer;
“insider report” means a report required to be filed under an insider reporting requirement1,
1 The term “insider reporting requirement” is defined in National Instrument 14-101 Definitions as the requirement in securities legislation that an insider of a reporting issuer file reports disclosing the insider’s direct or indirect beneficial ownership of, or control or direction over, securities of the reporting issuer.
or a report required to be filed under the securities legislation by an insider of a reporting issuer disclosing a transfer of securities of the reporting issuer into the name of an agent, nominee or custodian2;
2 As the definition of “insider reporting requirement” does not refer to the requirement in securities legislation that an insider of a reporting issuer file a report disclosing a transfer of securities of the reporting issuer into the name of an agent, nominee or custodian, the definition of “insider report” has been expanded to include this type of report.
“issuer event” means a stock dividend, stock split, consolidation, amalgamation, reorganization, merger or other similar event that affects all holdings of a class of securities of an issuer in the same manner;
“issuer event report” means a report of the occurrence of an issuer event;
“issuer profile supplement” means information that a SEDI issuer is required to file under section 2.4 of this Instrument and that supplements the filer profile required to be filed under subsection 5.1(1) of National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR);
“paper format” means the format of a document printed on paper;
“SEDI” means the online computer system for the transmission, receipt, review and dissemination of insider reports filed electronically, which is known as the System for Electronic Data on Insiders;
“SEDI application server” means the application server maintained by the SEDI operator for the receipt of information filed in SEDI format;
“SEDI database server” means the database server maintained by the SEDI operator for the storage of information filed in SEDI format;
“SEDI filer” means a person or company referred to in subsection 2.1 that is required to make a SEDI filing in accordance with this Instrument;
“SEDI filing” means information that is filed under securities legislation or securities directions in SEDI format or the act of filing information under securities legislation or securities directions in SEDI format, as the context indicates;
“SEDI format” means the electronic format of information that is prepared and transmitted electronically in accordance with this Instrument;
“SEDI issuer” means a reporting issuer, other than a mutual fund, that is required to comply with National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR) by virtue of paragraph 1 or 2 of subsection 2.1(1) of that Instrument;
“SEDI operator” means CDS INC. or a successor appointed by the securities regulatory authority to operate SEDI;
“SEDI software application” means the software that provides all functionality for SEDI users;
“SEDI user” means an individual who has registered with the SEDI operator for the purposes of making SEDI filings; and
“SEDI web site” means the web site maintained by the SEDI operator for the filing of information in SEDI format.
1.2 Interpretation
(1) In this Instrument, unless the context otherwise requires, “information” includes “profile”, “report” and “supplement” as those words are used in this Instrument or in other securities legislation or securities directions, as applicable.
(2) The transmission of information in SEDI format in accordance with this Instrument constitutes the filing of that information under securities legislation or securities directions, as applicable, if the information is required or permitted to be filed under the securities legislation or securities directions.
PART 2 SEDI FILING REQUIREMENTS
2.1 Filers Required To Make SEDI Filings - The following persons or companies shall comply with this Instrument:
1. Every insider of a SEDI issuer that is required to file an insider report in respect of that SEDI issuer.
2. Every SEDI issuer that is required to file an issuer profile supplement or an issuer event report under this Instrument.
2.2 Filing of Insider Profile
(1) An insider of a SEDI issuer shall file an insider profile in SEDI format before that insider files an insider report in SEDI format.
(2) An insider profile shall contain the information set out in Form 55-102F1.
(3) An insider of a SEDI issuer that has filed an insider profile in SEDI format shall file an amended insider profile in SEDI format within 10 days following any change in the information contained in its insider profile.
2.3 Filing of Insider Reports in SEDI Format
(1) An insider of a SEDI issuer that is required to file an insider report in that capacity shall file the insider report in SEDI format in accordance with this Instrument.
(2) An insider report that is filed in SEDI format shall contain the information set out in Form 55-102F2.
2.4 Filing of Issuer Profile Supplement
(1) Every issuer that is a SEDI issuer on the date that this Instrument becomes effective shall file an issuer profile supplement in SEDI format within three business days after that date.
(2) Every issuer that becomes a SEDI issuer after the effective date of this Instrument shall file an issuer profile supplement in SEDI format within three business days after the date that it becomes a SEDI issuer.
(3) An issuer profile supplement shall contain the designation of each outstanding security or each class of outstanding securities issued by the SEDI issuer.
(4) A SEDI issuer shall file an amended issuer profile supplement in SEDI format immediately following the issuance of any security or class of securities that is not designated in its issuer profile supplement or any change in the designation of any security or class of securities disclosed in or required to be disclosed in its issuer profile supplement.
2.5 Filing of Issuer Event Report
(1) A SEDI issuer shall file an issuer event report in SEDI format immediately following the occurrence of an issuer event.
(2) An issuer event report that is required to be filed under subsection (1) shall contain the information set out in Form 55-102F3.
2.6 Filing of Insider Reports in Paper Format
(1) An insider report that is not required to be filed in SEDI format under this Instrument shall be filed in paper format unless the securities regulatory authority has approved the filing of the information in SEDI format.
(2) An insider report that is required to be filed in paper format shall be prepared in accordance with Form 55-102F5.
2.7 Manner of Effecting SEDI Filings - Information that is filed in SEDI format shall be transmitted electronically using the SEDI software application at the SEDI web site.
2.8 SEDI Users
(1) Before making a SEDI filing, a SEDI filer or a filing agent shall, or in the case of a person or company other than an individual, shall cause an individual representative to, become a SEDI user by:
(a) transmitting a completed registration form in SEDI format to the SEDI operator; and
(b) delivering a copy of the completed registration form in paper format to the SEDI operator.
(2) A registration form transmitted under paragraph (1)(a) shall contain the information set out in Form 55-102F4 and the paper format copy of the registration form delivered under paragraph (1)(b) shall contain the manual or facsimile signature of the individual being registered.
(3) The paper format copy of the registration form delivered under paragraph (1)(b) shall be sent to the SEDI operator by prepaid mail, courier or facsimile at the address or number indicated in Form 55-102F4, as applicable, or in such other manner as the securities regulatory authority has approved.
(4) Information transmitted in SEDI format by the individual referred to in subsection (1) is not considered filed for purposes of securities legislation or securities directions until the SEDI
operator has confirmed to the securities regulatory authority that a paper format copy of the individual’s registration form has been completed, signed and delivered in accordance with this Instrument.
2.9 Date of Filing - Subject to subsection 2.8(4), information filed in SEDI format is, for purposes of securities legislation or securities directions, filed on the day that the transmission of the information to the SEDI application server is completed.
PART 3 SEDI FILING EXEMPTION
3.1 Temporary Hardship Exemption
(1) If unanticipated technical difficulties prevent the timely submission of an insider report in SEDI format, a SEDI filer may file the insider report in paper format as soon as practicable and in any event no later than two business days after the day on which the insider report was required to be filed.
(2) An insider report filed in paper format under subsection (1) shall be prepared in accordance with Form 55-102F5 and shall include the following legend in capital letters at the top of the front page:
IN ACCORDANCE WITH SECTION 3.1 OF NATIONAL INSTRUMENT 55-102 SYSTEM FOR ELECTRONIC DATA ON INSIDERS (SEDI), THIS INSIDER REPORT IS BEING FILED IN PAPER FORMAT UNDER A TEMPORARY HARDSHIP EXEMPTION.
(3) The requirements of securities legislation relating to paper format filings of insider reports apply to a filing under subsection (1) except that signatures to the paper format document may be in typed form rather than manual format.
(4) If an insider report is filed in paper format in the manner and within the time prescribed in this section, the date by which the information is required to be filed under securities legislation is extended to the date on which the filing is made in paper format.
(5) If a SEDI filer makes a paper format filing under this section, the SEDI filer shall file the insider report in SEDI format as soon as practicable after the unanticipated technical difficulties have been resolved.
PART 4 PREPARATION AND TRANSMISSION OF SEDI FILINGS
4.1 SEDI Web Site - A SEDI filing shall be made using the SEDI software application located on the SEDI web site.
4.2 Access Key - Information transmitted in SEDI format by or on behalf of a SEDI filer shall include the SEDI filer’s access key.
4.3 Format of Information and Number of Copies - A requirement in securities legislation relating to the format in which a report or other information to be filed must be printed or specifying the number of copies of a report or other information that must be filed does not apply to a SEDI filing made in accordance with this Instrument.
4.4 Official Copy of SEDI Information - For purposes of securities legislation, securities directions or any other related purpose, the official record of any information filed in SEDI format by a SEDI filer is the electronic information stored on the SEDI database server.
PART 5 EXEMPTION
5.1 Exemption
(1) The regulator or the securities regulatory authority may grant an exemption to this Instrument, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption.
(2) Despite subsection (1), in Ontario only the regulator may grant such an exemption.
PART 6 EFFECTIVE DATE
6.1 Effective Date - This Instrument comes into force on December 4, 2000.