Section 1.1 (1) definition of "clearing corporation" BEFORE amended by BC Reg 176/2014, effective September 22, 2014.
"clearing corporation" has the meaning ascribed to that term in National Instrument 81-102 Mutual Funds;
Section 1.1 (1) definition of "designated rating" was added by BC Reg 111/2018, effective June 12, 2018.
Section 2.3 BEFORE amended by BC Reg 179/2013, effective May 31, 2013.
Shelf Qualification for Distributions Qualified under Section 2.3 of NI 44-101 (Approved Rating Non-convertible Securities)
2.3 (1) An issuer is qualified to file a preliminary short form prospectus that is a preliminary base shelf prospectus for approved rating non-convertible securities if, at the time of filing, the issuer
(a) is qualified under section 2.3 of NI 44-101 to file a prospectus in the form of a short form prospectus; and
(b) has reasonable grounds for believing that, if it were to distribute securities under the base shelf prospectus, the securities distributed would receive an approved rating and would not receive a rating lower than an approved rating from any approved rating organization.
(2) An issuer that has filed a preliminary base shelf prospectus in reliance on the qualification criteria in subsection (1) is qualified to file a short form prospectus that is the corresponding base shelf prospectus if, at the time of the filing of the base shelf prospectus, the issuer has reasonable grounds for believing that, if it were to distribute non-convertible securities under the base shelf prospectus, the securities distributed would receive an approved rating and would not receive a rating lower than an approved rating from any approved rating organization.
(3) A receipt issued for a base shelf prospectus of an issuer filed under subsection (2) is effective until the earliest of
(a) the date 25 months from the date of its issue;
(b) the time immediately before the entering into of an agreement of purchase and sale for a security to be sold under the base shelf prospectus, if at that time
(i) the issuer does not have current annual financial statements and does not satisfy the requirements of the exemption in either of subsection 2.7 (1) or (2) of NI 44-101,
(ii) the issuer does not have a current AIF and does not satisfy the requirements of the exemption in either of subsection 2.7 (1) or (2) of NI 44-101,
(iii) the issuer has withdrawn its notice declaring the issuer's intention to be qualified to file a short form prospectus under NI 44-101, or
(iv) the securities to which the agreement relates
(A) have not received a final approved rating,
(B) are the subject of an announcement by an approved rating organization, of which the issuer is or ought reasonably to be aware, that the approved rating given by the organization may be down-graded to a rating category that would not be an approved rating, or
(C) have received a provisional or final rating lower than an approved rating from any approved rating organization; and
(c) in Ontario, the lapse date prescribed by securities legislation.
[en. B.C. Reg. 369/2005, App. A, s. 5; am. B.C. Reg. 59/2008, App. D, s. 5.]
Section 2.4 (3) (b) (v) (C) and (D) BEFORE amended by BC Reg 179/2013, effective May 31, 2013.
(C) the credit supporter does not have issued and outstanding non-convertible securities that
(I) have received an approved rating,
(II) have not been the subject of an announcement by an approved rating organization, of which the issuer is or ought reasonably to be aware, that the approved rating given by the organization may be down-graded to a rating category that would not be an approved rating, and
(III) have not received a rating lower than an approved rating from any approved rating organization; or
(D) the securities to which the agreement relates
(I) have not received a final approved rating,
(II) have been the subject of an announcement by an approved rating organization, of which the issuer is or ought reasonably to be aware, that the approved rating given by the organization may be down-graded to a rating category that would not be an approved rating, and
(III) have received a provisional or final rating lower than an approved rating from any approved rating organization; and
Section 2.6 (1) and (2) BEFORE amended by BC Reg 179/2013, effective May 31, 2013.
(1) An issuer that is qualified under section 2.6 of NI 44-101 to file a prospectus in the form of a short form prospectus may file a preliminary base shelf prospectus for asset-backed securities if, at the time of filing, the issuer has reasonable grounds for believing that
(a) all asset-backed securities that it may distribute under the base shelf prospectus will receive an approved rating; and
(b) no asset-backed securities that it may distribute under the base shelf prospectus will receive a rating lower than an approved rating from any approved rating organization.
(2) An issuer that has filed a preliminary base shelf prospectus in reliance on the qualification criteria in section 2.6 of NI 44-101 may file the corresponding base shelf prospectus if, at the time of the filing of the base shelf prospectus, the issuer has reasonable grounds for believing that
(a) all asset-backed securities that it may distribute under the base shelf prospectus will receive an approved rating; and
(b) no asset-backed securities that it may distribute under the base shelf prospectus will receive a rating lower than an approved rating from any approved rating organization.
Section 2.6 (3) (b) (iii) BEFORE amended by BC Reg 179/2013, effective May 31, 2013.
(iii) the asset-backed securities to which the agreement relates
(A) have not received a final approved rating,
(B) have been the subject of an announcement by an approved rating organization, of which the issuer is or ought reasonably to be aware, that the approved rating given by the organization may be down-graded to a rating category that would not be an approved rating, or
(C) have received a provisional or final rating lower than an approved rating from any approved rating organization; and
Section 6.2 (4) BEFORE amended by BC Reg 382/2010, effective January 1, 2011.
(4) If NI 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency permits the financial statements of the person or company in subsection (3) to be audited in accordance with
(a) U.S. GAAS, the unaudited financial statements may be reviewed in accordance with U.S. review standards,
(b) International Standards on Auditing, the unaudited financial statements may be reviewed in accordance with International Standards on Review Engagement issued by the International Auditing and Assurance Standards Board, or
(c) auditing standards that meet the foreign disclosure requirements of the designated foreign jurisdiction to which the issuer is subject, the unaudited financial statements
(i) may be reviewed in accordance with review standards that meet the foreign disclosure requirements of the designated foreign jurisdiction, or
(ii) do not have to be reviewed if
(A) the designated foreign jurisdiction does not have review standards for unaudited financial statements, and
(B) the base shelf prospectus includes disclosure that the unaudited financial statements have not been reviewed.
Section 6.7 BEFORE amended by BC Reg 70/2024, effective April 16, 2024.
Delivery requirement
6.7 The shelf prospectus supplement or supplements that, together with the corresponding base shelf prospectus, contain full, true and plain disclosure of all material facts relating to the securities being distributed shall be sent by prepaid mail or delivered to a purchaser of the securities with the base shelf prospectus.
[am. B.C. Regs. 369/2005, App. A, s. 15; 59/2008, App. D, s. 13.]
Section 7.2 (1.1) and (1.2) were added by BC Reg 178/2013, effective May 14, 2013.
Section 7.2 (2) (part) BEFORE amended by BC Reg 178/2013, effective May 14, 2013.
(2) A consent of an expert required under subsection (1) shall be filed in accordance with the following:
Section 8.4 (a) BEFORE amended by BC Reg 382/2010, effective January 1, 2011.
(a) calculate updated earnings coverage ratios for the ratios contained in its base shelf prospectus each time the issuer prepares interim or audited annual financial statements, using the 12 month period that ended on the last day of the most recently completed financial period; and
Part 9 BEFORE re-enacted by BC Reg 222/2020, effective August 31, 2020.
Part 9 — At-the-Market Distributions of Equity Securities under Shelf
At-the-market distributions of equity securities under shelf
9.1 (1) Despite section 7.2 of NI 41-101, equity securities may be distributed by way of an at-the-market distribution using the shelf procedures if the market value of equity securities distributed does not exceed 10% of the aggregate market value of the issuer's outstanding equity securities of the same class as the class of securities distributed, calculated in accordance with section 9.2, as at the last trading day of the month before the month in which the first trade under the at-the-market distribution is made.
(2) No underwriter or dealer distributing equity securities by way of an at-the-market distribution, or any affiliate of such an underwriter or dealer, or any person or company acting jointly or in concert with such an underwriter or dealer, shall, in connection with the distribution, over-allot the securities or effect a transaction that is intended to stabilize or maintain the market price of the securities.
(3) An issuer shall include in a base shelf prospectus or shelf prospectus supplement pertaining to an at-the-market distribution a statement that no underwriter or dealer involved in the distribution, no affiliate of such an underwriter or dealer and no person or company acting jointly or in concert with such an underwriter or dealer has over-allotted, or will over-allot, securities in connection with the distribution or effect any other transactions that are intended to stabilize or maintain the market price of the securities.
[am. B.C. Regs. 369/2005, App. A, ss. 2 and 20; 59/2008, App. D, s. 16; 178/2013, Sch. D, s. 5.]
Market value calculation
9.2 (1) For the purposes of this Part,
(a) the aggregate market value of the equity securities of an issuer on a date is the aggregate of the market value of each class of its equity securities on the date, calculated by multiplying
(i) the total number of equity securities of the class outstanding on the date, by
(ii) the closing price on the date of the equity securities of the class on the exchange in Canada on which that class of equity securities is principally traded; and
(b) instalment receipts may, at the option of the issuer, be deemed to be equity securities if
(i) the instalment receipts are listed and posted for trading on an exchange in Canada, and
(ii) the outstanding equity securities, the beneficial ownership of which is evidenced by the instalment receipts, are not listed and posted for trading on an exchange in Canada.
(2) For the purposes of subsection (1), in calculating the total number of equity securities of a class outstanding, an issuer shall exclude those equity securities of the class that are beneficially owned, or controlled or directed, directly or indirectly, by persons or companies that, alone or together with their respective affiliates and associated parties, beneficially own, or control or direct, directly or indirectly, more than 10% of the outstanding equity securities of the issuer.
(3) Despite subsection (2), if a portfolio manager of a pension fund or investment fund, alone or together with its affiliates and associated parties, exercises control or direction, directly or indirectly, in the aggregate over more than 10% of the outstanding equity securities of an issuer, and the fund beneficially owns, or controls or directs, directly or indirectly, 10% or less of the issued and outstanding equity securities of the issuer, the securities that the fund beneficially owns, or controls or directs, directly or indirectly, are not excluded unless the portfolio manager is an affiliate of the issuer.
[en. B.C. Reg. 369/2005, App. A, s. 21; am. B.C. Reg. 59/2008, App. D, s. 17.]
Section 9.1 (1) BEFORE amended by BC Reg 178/2013, effective May 14, 2013.
(1) Despite section 6.1 of NI 44-101, equity securities may be distributed by way of an at-the-market distribution using the shelf procedures if the market value of equity securities distributed does not exceed 10% of the aggregate market value of the issuer's outstanding equity securities of the same class as the class of securities distributed, calculated in accordance with section 9.2, as at the last trading day of the month before the month in which the first trade under the at-the-market distribution is made.
Section 9.2 (1) BEFORE amended by BC Reg 70/2024, effective April 16, 2024.
(1) The following provisions do not apply to an issuer distributing a security under an ATM prospectus:
Section 9A.2 (2) BEFORE amended by BC Reg 70/2024, effective April 16, 2024.
(2) A standard term sheet provided under subsection (1) must be dated and include the following legend, or words to the same effect, on the first page:
A final base shelf prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorit[y/ies] in [each of/certain of the provinces/provinces and territories of Canada].
Copies of the final base shelf prospectus, and any applicable shelf prospectus supplement, may be obtained from [insert contact information for the investment dealer or underwriters].
This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final base shelf prospectus, any amendment and any applicable shelf prospectus supplement for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.
Section 9A.3 (7) (b) (iv) (B) BEFORE amended by BC Reg 139/2023, effective June 9, 2023.
(B) the revised template version of the marketing materials can be viewed under the issuer's profile on www.sedar.com.
Section 9A.3 (1) (g) BEFORE amended by BC Reg 70/2024, effective April 16, 2024.
(g) the investment dealer provides a copy of the final base shelf prospectus, any amendment and any applicable shelf prospectus supplement that has been filed, with the marketing materials.
Section 9A.3 (5) BEFORE amended by BC Reg 70/2024, effective April 16, 2024.
(5) Marketing materials provided under subsection (1) must be dated and include the following legend, or words to the same effect, on the first page:
A final base shelf prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorit[y/ies] in [each of/certain of the provinces/provinces and territories of Canada]. A copy of the final base shelf prospectus, any amendment to the final base shelf prospectus and any applicable shelf prospectus supplement that has been filed, is required to be delivered with this document.
This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final base shelf prospectus, any amendment and any applicable shelf prospectus supplement for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.
Section 9A.4 (3) (c) BEFORE amended by BC Reg 70/2024, effective April 16, 2024.
(c) provide the investor with a copy of the final base shelf prospectus, any amendment to the final base shelf prospectus and any applicable shelf prospectus supplement that has been filed.
Section 9A.4 (4) BEFORE amended by BC Reg 70/2024, effective April 16, 2024.
(4) If an investment dealer permits an investor, other than an accredited investor, to attend a road show, the investment dealer must commence the road show with the oral reading of the following statement or a statement to the same effect:
This presentation does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final base shelf prospectus, any amendment and any applicable shelf prospectus supplement for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.