BCN 2010/19 Adoption of National Instrument 55-104 Insider Reporting Requirements and Exemptions, Companion Policy 55-104CP and related consequential amendments and repeals [BCN]

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Published: 2010-04-30

Related Documents

Document
BC Reg 104/2010
Order in Council 196

Concurrently Published

Document
11-102 11-102 Passport System [MI - Rescinded]
14-101 14-101 Definitions [NI - Rescinded]
55-104 55-104 Insider Reporting Requirements and Exemptions [NI - Rescinded]
55-104CP 55-104CP Insider Reporting Requirements and Exemptions [CP - Rescinded]
62-103 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues [NI - Rescinded]
55-506 55-506 Exemption from insider reporting requirements for certain derivative transactions [BCI - Rescinded]

Introduction
Effective April 30, 2010, the Commission, together with other Canadian Securities Administrators (the CSA or we), is adopting a new insider reporting regime in National Instrument 55-104 Insider Reporting Requirements and Exemptions (NI 55-104) and its companion policy.  This replaces NI 55-101 Insider Reporting Exemptions and its companion policy and, in BC, related BC Instrument BCI 55-506 Exemption from insider reporting requirements for certain derivative transactions.

We are also adopting consequential amendments to:

  • Multilateral Instrument 11-102 Passport System
  • National Instrument 14-101 Definitions
  • National Instrument 62-103 The Early Warning System and Related Takeover Bid and Insider Reporting Issues

CSA Staff Notice Changes
Also effective April 30, 2010, we are revoking CSA Staff Notice 55-308 Questions on Insider Reporting (SN 55-308), CSA Staff Notice 55-310 Questionsand Answers on the System for Electronic Disclosure by Insiders (SEDI) (SN 55-310) and CSA Staff Notice 55-314 Use of the terms “senior officer”, “officer”, and “insider” in National Instrument 55-101 Insider Reporting Exemptions. We will be replacing SN 55-308 and SN 55-310 with new CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and the System for Electronic Disclosure by Insiders (SEDI) that we expect to adopt in May. The new notice consolidates, supplements and updates information formerly in SN 55-308 and SN 55-310 to reflect the new insider reporting regime and the electronic filing system for insider reports.

We are also adopting a revised CSA Staff Notice 55-312 Insider Reporting Guidelines for Certain Derivative Transactions (Equity Monetizations) that is similarly amended and updated to reflect the new insider reporting regime and will be published in May .

On April 28, 2010 we adopted a new CSA Staff Notice 55-315 Frequently Asked Questions (FAQs) about National Instrument 55-104 Insider Reporting Requirements and Exemptions (NI 55-104) that focuses on transition issues relating to the new insider reporting regime.

Prior Publications
We published NI 55-104, its companion policy and the related consequential amendments for comment on December 18, 2008 (BCN 2008/54). We published advance notice of our proposed adoption of NI 55-104, its companion policy and related consequential amendments on January 22, 2010 (BCN 2010/03).  

Securities Act Amendments
In 2006, Bill 20, the Securities Amendment Act, 2006, received Royal Assent.  The amendments described in sections 2, 25, 26, 47(d) and 66(a) of Bill 20 repeal and replace the insider reporting requirements in the Securities Act

On April 15, 2010, the Lieutenant Governor in Council made an order in council to bring these provisions into force, effective April 30, 2010. 

Consequential amendments to local rules and instruments
We are adopting consequential amendments to the Securities Rules, B.C. Reg. 194/97 that reflect the new insider reporting regime under NI 55-104.  Details of these amendments were published in Appendix G to the CSA Advance Notice on January 22, 2010 (BCN 2010/03)

We are also revoking BCI 55-506 Exemption from insider reporting requirements for certain derivative transactions.

Questions
You may refer questions to:

Alison Dempsey
Senior Legal Counsel, Corporate Finance
British Columbia Securities Commission
(604) 899-6638
(800) 373-6393 (in B.C. and Alberta)
adempsey@bcsc.bc.ca

Noreen Bent
Senior Legal Counsel, Manager
British Columbia Securities Commission
(604) 899 6741
(800) 373-6393 (in B.C. and Alberta)
nbent@bcsc.bc.ca


April 30, 2010

Brenda Leong
Chair


Ref:National Instrument 55-101 Insider Reporting Exemptions
Companion Policy 55-101CP Insider Reporting Exemptions
National Instrument 14-101 Definitions
National Instrument 62-103 The Early Warning System and Related Takeover Bid and Insider Reporting Issues
Multilateral Instrument 11-102 Passport System
BC Instrument 55-506 Exemption from insider reporting requirements for certain derivative transactions
BCN 2006/22 Amendments to Securities Act
BCN 2008/52 Request for Comment Proposed National Instrument 55-104 Insider Reporting Requirements and Exemptions, Companion Policy 55-104CP and related consequential amendments
BCN 2010/03 Adoption of National Instrument 55-104 Insider Reporting Requirements and Exemptions and Companion Policy 55-104CP and Repeal of Related Predecessor Instruments [Advance Notice]
CSA Staff Notice 55-308 Questions on Insider Reporting [Repealed]
CSA Staff Notice 55-310 Questions and Answers on the System for Electronic Disclosure by Insiders (SEDI) [Repealed]
CSA Staff Notice 55-312 Insider Reporting Guidelines for Certain Derivative Transactions (Equity Monetizations)
CSA Staff Notice 55-314 Use of the terms “senior officer”, “officer”, and “insider” in National Instrument 55-101 Insider Reporting Exemptions
CSA Staff Notice 55-315 Frequently Asked Questions (FAQs) about National Instrument 55-104 Insider Reporting Requirements and Exemptions (NI 55-104)
CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and the System for Electronic Disclosure by Insiders (SEDI)
Securities Rules, B.C. Reg. 194/97

This Notice may refer to other documents. These documents can be found at the B.C. Securities Commission public website at www.bcsc.bc.ca in the Policies & Instruments or Historical Policies & Instruments sections of the website.