71-801 - Implementing the Multijurisdictional Disclosure System Under National Instrument 71-101 [IR - Rescinded]
IMPLEMENTING THE MULTIJURISDICTIONAL
DISCLOSURE SYSTEM UNDER NATIONAL INSTRUMENT 71-101
PART 1 INTERPRETATION AND APPLICATION
In this Rule,
(a) “Act” means the Securities Act,
(b) “Securities Rules” means B.C. Reg. 194/97,
(c) “NI 71-101” means National Instrument 71-101 entitled “The Multijurisdictional Disclosure System”,
(d) a term that is defined or interpreted in the Act has the meaning ascribed to it in the Act,
(e) a term that is defined or interpreted in Part 1 of NI 71-101 has the meaning ascribed to it in that Part, and
(f) a term that is defined or interpreted in National Instrument 14-101 entitled “Definitions” has the meaning ascribed to it in that Instrument.
The exemptions established under this Rule are in addition to those established under NI 71-101.
PART 2 MJDS PROSPECTUS DISTRIBUTIONS
2.1 Preliminary MJDS Prospectus and MJDS Prospectus
The following provisions of the Act and Securities Rules do not apply to a distribution of securities made by MJDS prospectus in compliance with NI 71-101:
(a) section 66 of the Act provided any amendment to the preliminary prospectus prepared under NI 71-101 is sent to each recipient of the preliminary prospectus according to the record maintained under section 80 of the Act;
(b) sections 67, 68 and 69 of the Act;
(c) section 70 of the Act if the distribution of securities under a MJDS prospectus is in relation to a rule 415 offering;
(e) Division 2 of Part 9 of the Securities Rules.
PART 3 BIDS FOR SECURITIES OF U.S. ISSUERS
3.1 Application of the Act and Rules to bids
(1) Subject to subsections (2) and (3), the following provisions of the Act and Securities Rules do not apply to a bid made in compliance with Part 12 of NI 71- 101:
(a) sections 101 to 107 of the Act;
(b) subsections 108 (5), (7) and (8) of the Act;
(c) subsections 110 (2), (3) and (4) of the Act;
(d) sections 162, 169, 170, 177 and 179 of the Securities Rules.
(2) An offeror under a take over bid made in compliance with NI 71-101 is not exempt from section 103 (1) of the Act and section 162 of the Securities Rules if 20 percent or more of each class of securities that is subject to the bid is held by persons whose last address as shown on the books of the issuer is in Canada, as determined in accordance with subsections 12.1 (2), (3) and (4) of NI 71-101.
(3) An offeror under a take over bid made in compliance with NI 71-101 is exempt from section 105 (a) of the Act only to the extent that the offeror need not deliver the bid to holders in British Columbia of convertible securities that, before the expiry of the bid, are convertible into securities of a class that is subject to the bid.
3.2 Application of the Act and the Securities Rules in respect of MJDS directors’ circulars and MJDS individual director’s or officer’s circulars
The following provisions of the Act and Securities Rules do not apply to directors, individual directors or officers that elect to comply with U.S. federal securities law under Part 12 of NI 71-101 in preparation of a director’s circular or individual director’s or officer’s circular in relation to a take over bid made for securities of the offeree issuer under Part 12 of NI 71-101:
(a) subsections 109 (2), (4), (5), (6) (b), (8) and (9) of the Act;
(b) subsections 110 (1), (3), and (4) of the Act;
(c) section 169 (3) of the Securities Rules;
(d) section 177 of the Securities Rules;
(e) section 179 of the Securities Rules.
PART 4 FINANCIAL REPORTING
4.1 Filing and Sending of Financial Statements
The following provisions of the Securities Rules do not apply to a U.S. issuer that has a class of securities registered under section 12 of the 1934 Act or is required to file reports under section 15 (d) of the 1934 Act and is in compliance with that requirement:
(a) subsections 2 (2), (3), (4);
(b) subsections 3 (12), and (13);
(c) section 149 (b);
(d) section 152.
PART 5 EFFECTIVE DATE
5.1 Effective Date
This Rule comes into force on November 1, 1998.
[Amended September 30, 2003]