Securities Law

71-801 - Implementing the Multijurisdictional Disclosure System Under National Instrument 71-101 [NI Advance Notice - Lapsed]

Published Date: 2004-10-13
RULE 71-801


Definition and Interpretation

1 (1) In this rule:

“Act” means the Securities Act, S.B.C. 2004, c. 43;

“BCI 62-502” means BC Instrument 62-502 Takeover Bids and Issuer Bids;

“NI 71-101” means National Instrument 71-101 The Multijurisdictional Disclosure System;

“rules” means the Securities Rules.

(2)A term that is defined or interpreted in

(a) Part 1 of NI 71-101 has the same meaning as in that Part, and

(b) National Instrument 14-101 Definitions has the same meaning as in that Instrument.

MJDS Prospectus

2 The following sections of the rules do not apply to an offering for which an MJDS prospectus is prepared and filed in compliance with NI 71-101:

(a) section 95 [lapse of prospectus];

(b) section 98 [annual financial statements];

(c) section 99 [audit requirements];

(d) section 100 [interim financial statements];

(e) section 101 [financial statements of predecessors].

Application of the Securities Rules and BCI 62-502 to bids under MJDS

3 The following provisions of BCI 62-502 do not apply to a take-over bid made in compliance with Part 12 of NI 71-101:

(a) sections 8 and 10 [restrictions on acquisitions during bids];

(c) section 11(1) [restrictions on pre-bid acquisitions], unless 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;

(d) section 11(2) to (3) [restrictions on post-bid acquisitions];

(e) section 12 [sales during bid prohibited];

(f) section 14 (a) [delivery of bid] to the extent that the offeror is required under that section to deliver the bid to a holder 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;

(g) section 14 (b) to (n) [general provisions relating to bids];

(h) section 15 [financing of bid];

(i) section 16 [consideration in bids];

(j) section 17 (5), (7) and (8) [offeror’s circular];

(k) section 18 [content of notice of change and notice of variation];

(l) section 19 [restriction on variations in terms of bids];

(m) section 21 (1), (2) to (4) and (7) to (9) [commencement of bid and delivery];0

(n) section 23 [timely filing of circular or notice].

MJDS directors’ circulars and other MJDS circulars under section 12.4(2) of NI 71-101

4 The following provisions in BCI 62-502 do not apply to a director or officer that complies with sections 14 (d) and 14 (e) of the 1934 Act and Regulations 14D and 14E under the 1934 Act with respect to preparing a directors’ circular, or a 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) section 20 (2), (4) to (5), (6) (b), (8) and (9) [directors’ circular];

(b) section 21 (5) and (6) [commencement of bid and delivery];

(c) sections 23 [timely filing of circular or notice].

Filing and Sending of Financial Statements

5 Section 124 of the rules [MD&A] does 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.