72-501 - Prospectus Exemption For Trades In Securities Of A Non-Reporting Issuer Over A Market Outside Canada [BCI - Rescinded]

The British Columbia Securities Commission, having considered that to do so would not be prejudicial to the public interest, orders that the Blanket Order 72-501 entitled “Prospectus Exemption for Trades in Securities of a Non-Reporting Issuer Over a Market Outside Canada” is issued as set out in the attached Schedule.

DATED at Vancouver, British Columbia, on June 29, 2000.

Joyce C. Maykut, Q.C.
Vice 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, section 76
Other (specify):

Definitions

1.In this order:

“convertible security” means a security of an issuer that is convertible into, or carries the right of the holder to purchase or otherwise acquire, or of the issuer to cause the purchase or acquisition of, a security of the same issuer;

“exchangeable security” means a security of an issuer that exchangeable for, or carries the right of the holder to purchase or otherwise acquire, or of the issuer to cause the purchase or acquisition of, a security of another issuer;

“multiple convertible security” means a security of an issuer that is convertible into, or exchangeable for, or carries the right of the holder to purchase or otherwise acquire, or of the issuer to cause the purchase or acquisition of, a convertible security, an exchangeable security or another multiple convertible security;

“prospectus requirement” means the prospectus requirement in section 61 of the Act; and

“underlying security” means a security issued or transferred, or to be issued or transferred, in accordance with the terms of a convertible security, an exchangeable security, or a multiple convertible security.

Prospectus Exemption

2. The prospectus requirement does not apply to a trade of a security acquired by a person under an exemption from the prospectus requirement if 

(a) the issuer of the security is not a reporting issuer under the Securities Act;

(b) the majority of the directors and the majority of the senior officers of the issuer reside outside British Columbia;

(c) at the time of the acquisition by the seller of the security, after giving effect to the issue of the security and any other securities of the same class or series that were issued at the same time as or as part of the same distribution as the security, persons whose last address as shown on the books of the issuer was in Canada and who held securities of the class or series of which the security is a part did not hold more than 10 percent of the outstanding securities of the class or series; and

(d) the trade is executed through the facilities of an exchange or market outside Canada.

Prospectus Exemption for Underlying Securities

3. The prospectus requirement does not apply to a trade of an underlying security if the convertible security, exchangeable security or multiple convertible security that entitled or required the holder to acquire the underlying security was acquired by a person under an exemption from the prospectus requirement and

(a) the conditions in sections 2 (a), (b) and (d) are satisfied; and

(b) the condition in section 2 (c) would have been satisfied for the underlying security at the time of the acquisition of the convertible security, exchangeable security or multiple convertible security that entitled or required the holder to acquire the underlying security.

Effective Date

4. This Blanket Order comes into effect on June 29, 2000.