Securities Law

62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues [NI Amendment Advance Notice - Lapsed]

Published Date: 2010-01-22
Document(s):

Concurrently Published:

1. National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues is amended by this Instrument.

2. Subsection 1.1(1) is amended by 

(a) after the definition of “news release” adding the following definition:

“NI 55-104” means National Instrument 55-104 Insider Reporting Requirements and Exemptions;

(b) after the definition of “private mutual fund” adding the following definition:

“related financial instrument” has the meaning ascribed to that term in NI 55-104;

(c) after the definition of “securityholding percentage” adding the following definition:

“significant change in a related financial instrument position” means, in relation to an entity and a related financial instrument that involves, directly or indirectly, a security of a reporting issuer, any change in the entity’s interest in, or rights or obligations associated with, the related financial instrument if the change has a similar economic effect to an increase or decrease in the entity’s securityholding percentage in a class of voting or equity securities of the reporting issuer by 2.5 percent or more;

3. Section 9.1 is amended by 

(a) in subsection (1), 

(i) striking out “Subject to subsections (3) and (4),” and substituting “Subject to subsections (3), (3.1) and (4),”; and

(ii) after paragraph (a) adding the following paragraph:

(a.1)  the report referred to in paragraph (a) discloses, in addition to any other required disclosure,

(i) the eligible institutional investor’s interest in any related financial instrument involving a security of the reporting issuer that is not otherwise reflected in the current securityholding percentage of the eligible institutional investor; and

(ii) the material terms of the related financial instrument;

(b) after subsection (3) adding the following subsection:

(3.1)  Despite subsection (1), an eligible institutional investor that is filing reports under the early warning requirements or Part 4 for a reporting issuer may rely upon the exemption contained in subsection (1) only if the eligible institutional investor treats a significant change in a related financial instrument position as a change in a material fact for the purposes of securities legislation pertaining to the early warning requirements or section 4.6 of this Instrument.

4. Appendix A is amended by 

(a) adding the following row immediately under the row that begins with 
“NEWFOUNDLAND”:

NORTHWEST TERRITORIES     Paragraph (c) of the definition of “distribution” contained in subsection 1(1) of the Securities Act (Northwest Territories),

(b) striking out “Clause 1(b.1)(iii) of the Securities Act (Prince Edward Island)” and substituting “Subclause (iii) of the definition of “distribution” contained in clause 1(k) of the Securities Act (Prince Edward Island)”, and

(c) adding the following row immediately under the row that begins with 
“SASKATCHEWAN”:

YUKON TERRITORY     Paragraph (c) of the definition of “distribution” contained in subsection 1(1) of the Securities Act (Yukon Territory).

5. Appendix D is amended by

(a) opposite “NORTHWEST TERRITORIES”, striking out “Sections 1.8 and 1.9 of MI 62-104” and substituting “Section 11 of the Securities Act (Northwest Territories) and sections 1.8 and 1.9 of MI 62-104”,

(b) opposite “PRINCE EDWARD ISLAND”, striking out “Sections 1.8 and 1.9 of MI 62-104” and substituting “Section 11 of the Securities Act (Prince Edward Island) and sections 1.8 and 1.9 of MI 62-104”, and

(c) opposite “YUKON TERRITORY”, striking out “Sections 1.8 and 1.9 of MI 62-104” and substituting “Section 11 of the Securities Act (Yukon Territory) and sections 1.8 and 1.9 of MI 62-104”.

6. This Instrument comes into force on April 30