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The National Instrument was delivered to the Ontario Minister of Finance on October 13, 2000. If the Minister does not approve, reject, or return the National Instrument to the Ontario Securities Commission for further consideration by December 12, 2000 or if the Minister approves the National Instrument, the National Instrument will come into force in Ontario on December 31, 2000. The National Instrument will become effective in Alberta on December 31, 2000. The National Instrument is expected to be adopted by other members of the CSA.
The Ontario and Alberta Securities Commissions have adopted National Instrument 44-102, "Shelf Distributions", and its Companion Policy (the "Instruments"). The National Instrument will regulate Canadian shelf prospectus distributions, thereby reformulating and replacing the provisions of National Policy 44 ("NP 44") that relate to shelf distributions. The National Instrument is based upon, and is largely consistent with, the shelf provisions in NP 44.
The Ontario and Alberta Securities Commissions have adopted National Instrument 44-103, "Post-Receipt Pricing", and its Companion Policy (the "Instruments"). The National Instrument will regulate the Canadian post-receipt pricing regime. It will reformulate and replace the provisions of National Policy 44 ("NP 44") that relate to post-receipt pricing, maintaining the substance of procedures in NP 44 while adding clarity, operational efficiency and enhanced access to the PREP procedures. The Companion Policy states the views of the Canadian securities regulatory authorities on various issues concerning the PREP procedures.
National Instrument 41-101 Adopted by Ontario and Alberta
The Ontario and Alberta Securities Commissions have adopted National Instrument 41-101, "Prospectus Disclosure Requirements". The National Instrument consolidates the prospectus disclosure requirements currently set forth in National Policy Statement No. 12, "Disclosure of "Market Out" Clauses in Underwriting Agreements in Prospectuses", National Policy Statement No. 13, "Disclaimer Clause on Prospectus", National Policy Statement No. 32, "Prospectus Warning Re: Scope of Distribution", and National Policy Statement No. 35, "Purchaser's Statutory Rights", as well as similar prospectus disclosure requirements in the securities legislation of certain provinces. The National Instrument is substantially similar to these national policies and it will replace them, although the prescribed disclosure has been simplified.
The National Instrument was delivered to the Ontario Minister of Finance on October 13, 2000. If the Minister does not approve, reject, or return the National Instrument to the Ontario Securities Commission for further consideration by December 12, 2000 or if the Minister approves the National Instrument, the National Instrument will come into force in Ontario on December 31, 2000. The National Instrument will become effective in Alberta on December 31, 2000. The National Instrument is expected to be adopted by other members of the CSA.
The National Instrument has been reproduced in Volume 1 of the Canadian Securities Law Reporter at [Symbol Not Transcribed]1301; a related notice will be reproduced in a future report in Volume 3 at [Symbol Not Transcribed]271-053.
National Instrument 43-101 Adopted by Ontario and Alberta
The Ontario and Alberta Securities Commission have adopted National Instrument 43-101, "Standards of Disclosure for Mineral Projects", and its form and companion policy (the "Instruments"), and repealed National Policy 2-A, "Guide for Engineers, Geologists, and Prospectors Submitting Reports on Mining Properties to Canadian Provincial Securities Administrators".
The Instruments consolidate and expand the current disclosure and reporting requirements. The purpose of the National Instrument is to enhance the accuracy and integrity of public disclosure in the mining sector.
The Instruments establish standards for all oral statements and written disclosure made by an issuer concerning mineral projects that are likely to be made available to the public. All disclosure concerning mineral projects, including oral statements and written disclosure in news releases, prospectuses, and annual reports, is to be based on information prepared by or under the supervision of a qualified person. Disclosure of mineral resources and mineral reserves is to be made in accordance with standard industry definitions approved by the Canadian Institute of Mining, Metallurgy, and Petroleum ("CIM") and incorporated by reference into the National Instrument.
In certain circumstances, the disclosure must be supported by a written technical report prepared and certified by a qualified person in accordance with the Form and filed by the issuer with the securities regulatory authorities. In specified circumstances, the technical report must be prepared and certified by a qualified person who is independent of the issuer.
The Instruments were delivered to the Ontario Minister of Finance on November 17, 2000. They are expected to come into force in Ontario on February 1, 2001 unless the Minister rejects the Instruments or returns them to the Ontario Securities Commission for further consideration. The Instruments will become effective in Alberta on February 1, 2001. The Instruments are expected to be adopted by other members of the CSA.
The National Instrument, Form, and Companion Policy have been reproduced in Volume 1 of the Canadian Securities Law Reporter at [Symbol Not Transcribed]1311, 1311a, and 81-421; a related notice appears in Volume 2 at [Symbol Not Transcribed]222-436.
National Instrument 44-101 Adopted by Ontario and Alberta
The Ontario and Alberta Securities Commissions have adopted National Instrument 44-101, "Short Form Prospectus Distributions", and its forms and companion policy (the "Instruments"). The National Instrument prescribes conditions for the use of a short form prospectus to distribute securities to the public. It replaces National Policy 47 ("NP 47"), which has governed the use of a short form prospectus in CSA jurisdictions other than Quebec since 1993.
Central to the short form prospectus distribution system (referred to in NP 47 as the "POP System" or "prompt offering qualification system") is the use of a short form prospectus that incorporates by reference, rather than restates, information contained in the issuer's annual information form, financial statements and other continuous disclosure. The system, and the more concise offering document, were designed to enable qualifying issuers to respond more quickly to market opportunities without diminishing the information and protection available to investors.
The Instruments were delivered to the Ontario Minister of Finance on October 13, 2000. If the Minister does not reject or return the Instruments to the Ontario Securities Commission for further consideration by December 12, 2000, they will come into force in Ontario on December 31, 2000. They will become effective in Alberta on December 31, 2000. The Instruments are expected to be adopted by other members of the CSA.
The National Instrument, Forms, and Companion Policy have been reproduced in Volume 1 of the Canadian Securities Law Reporter at [Symbol Not Transcribed]1321 to 1321c and at 81-441.
National Instrument 44-102 Adopted by Ontario and Alberta
The Ontario and Alberta Securities Commissions have adopted National Instrument 44-102, "Shelf Distributions", and its Companion Policy (the "Instruments"). The National Instrument will regulate Canadian shelf prospectus distributions, thereby reformulating and replacing the provisions of National Policy 44 ("NP 44") that relate to shelf distributions. The National Instrument is based upon, and is largely consistent with, the shelf provisions in NP 44.
The Instruments were delivered to the Ontario Minister of Finance on October 13, 2000. If the Minister does not reject or return the Instruments to the Ontario Securities Commission for further consideration by December 12, 2000, they will come into force in Ontario on December 31, 2000. They will become effective in Alberta on December 31, 2000. The Instruments are expected to be adopted by other members of the CSA.
The National Instrument and Companion Policy have been reproduced in Volume 1 of the Canadian Securities Law Reporter at [Symbol Not Transcribed]1322 and 81-442.
National Instrument 44-103 Adopted by Ontario and Alberta
The Ontario and Alberta Securities Commissions have adopted National Instrument 44-103, "Post-Receipt Pricing", and its Companion Policy (the "Instruments"). The National Instrument will regulate the Canadian post-receipt pricing regime. It will reformulate and replace the provisions of National Policy 44 ("NP 44") that relate to post-receipt pricing, maintaining the substance of procedures in NP 44 while adding clarity, operational efficiency and enhanced access to the PREP procedures. The Companion Policy states the views of the Canadian securities regulatory authorities on various issues concerning the PREP procedures.
The Instruments were delivered to the Ontario Minister of Finance on October 13, 2000. If the Minister does not reject or return the Instruments to the Ontario Securities Commission for further consideration by December 12, 2000, they will come into force in Ontario on December 31, 2000. They will become effective in Alberta on December 31, 2000. The Instruments are expected to be adopted by other members of the CSA.
The National Instrument and Companion Policy have been reproduced in Volume 1 of the Canadian Securities Law Reporter at [Symbol Not Transcribed]1323 and 81-443.
Exemptive Relief Applications
CSA staff wish to announce that all applications, whether or not filed under National Policy 12-201, "Mutual Reliance Review System for Exemptive Relief Applications", should be filed before November 10, 2000, or November 30, 2000, in the case of applications relating to takeover bids, if exemptive relief is required before December 31, 2000. While every effort will be made to meet reasonable deadlines, if the application is filed after this date, there are no assurances that the application will be reviewed or that the necessary relief will be provided before the end of the year.
For further information, please refer to CSA Notice 12-305, which has been reproduced in Volume 1 of the Canadian Securities Law Reporter at [Symbol Not Transcribed]82-075.
CSA Mining Technical Advisory and Monitoring Committee
The CSA recently established a Mining Technical Advisory and Monitoring Committee (the "MTAMC").
Recognizing that mineral exploration and mining are highly technical, constantly changing, and international in scope, the Final Report of the TSE/OSC Mining Standards Task Force, dated January 1999, recommended the creation of the MTAMC. The MTAMC's purpose is to advise the CSA on a variety of industry and professional developments related to securities regulatory issues, including: (1) disclosure issues raised in connection with the implementation and application of National Instrument 43-101, "Standards of Disclosure for Mineral Projects" ("NI 43-101"); and (2) the evaluation of foreign professional organizations in connection with recognition of their members as "qualified persons" for the purposes of preparing technical reports under NI 43-101. The MTAMC will also serve as a forum for continuing communication between the CSA and the mining industry.
For further information, please refer to CSA Notice 43-301, which has been reproduced in Volume 1 of the Canadian Securities Law Reporter at [Symbol Not Transcribed]82-426.
Proposal for a Statutory Civil Remedy for Secondary Market Investors
The Canadian Securities Administrators (the "CSA") have developed proposed amendments to securities legislation that would give investors in the secondary market the right to sue any public company and key related persons for making public misrepresentations about the company or for failing to make required timely disclosure. The amendments would provide a limit on the amount of money that can be claimed. The proposed amendments are being published for information purposes only. The CSA is not seeking further comment on the proposed amendments. Certain members of the CSA will recommend the amendments to their respective governments. At this time, the respective governments of the CSA have made no decision to proceed with the amendments.
For further information, please refer to CSA Notice 53-302, which has been reproduced in Volume 1 of the Canadian Securities Law Reporter at [Symbol Not Transcribed]82-542.
System for Electronic Disclosure by Insiders (SEDI)
In June 2000, the CSA published for comment proposed National Instrument 55-102, "System for Electronic Disclosure by Insiders" ("SEDI"). The purpose of SEDI is to provide a facility for the filing and public dissemination of insider reports through an Internet Web site. Some commentators expressed concerns that the proposed implementation date would not provide SEDI issuers and their insiders with sufficient time to prepare for electronic filing. In addition, some system development delays have occurred. As a result, implementation of the system has been postponed from December 4, 2000 to spring 2001. A firm implementation date will be established and communicated well in advance of implementation.
The CSA is finalizing its communication plan for the implementation of SEDI. Additional materials will be disseminated through the usual CSA sources, industry information seminars will be held in various centres to explain the SEDI filing system, and an information and registration package will be distributed to all reporting issuers.
For further information, please refer to CSA Notice 55-102, which has been reproduced in Volume 1 of the Canadian Securities Law Reporter at [Symbol Not Transcribed]82-546.
Copyright CCH Canadian Limited Dec 2000