Definition of special relationships

3  For the purposes of sections 86 and 136, a person is in a special relationship with a reporting issuer if the person

(a) is an insider, affiliate or associate of

(i)  the reporting issuer,

(ii)  a person that is proposing to make a take over bid, as defined in section 92, for the securities of the reporting issuer, or

(iii)  a person that is proposing

(A)  to become a party to a reorganization, amalgamation, merger, arrangement or similar business combination with the reporting issuer, or

(B)  to acquire a substantial portion of the property of the reporting issuer,

(b) is engaging in or is proposing to engage in any business or professional activity with or on behalf of the reporting issuer or with or on behalf of a person described in paragraph (a) (ii) or (iii),

(c) is a director, officer or employee of the reporting issuer or of a person described in paragraph (a) (ii) or (iii) or (b),

(d) knows of a material fact or of a material change with respect to the reporting issuer, having acquired the knowledge while in a relationship described in paragraph (a), (b) or (c) with the reporting issuer, or

(e) knows of a material fact or of a material change with respect to the reporting issuer, having acquired the knowledge from another person at a time when

(i)  that other person was in a special relationship with the reporting issuer, whether under this paragraph or any of paragraphs (a) to (d), and

(ii)  the person that acquired knowledge of the material fact or material change from that other person knew or reasonably ought to have known of the special relationship referred to in subparagraph (i).

Definition of special relationships

3   For the purposes of sections 57.2 and 136, a person is in a special relationship with an issuer if the person

(a) is an insider, affiliate or associate of

(i) the issuer,

(ii) a person that is proposing to make a take over bid, as defined in section 92, for the securities of the issuer, or

(iii) a person that is proposing

(A) to become a party to a reorganization, amalgamation, merger, arrangement or similar business combination with the issuer, or

(B) to acquire a substantial portion of the property of the issuer,

(b) is engaging in or is proposing to engage in any business or professional activity with or on behalf of the issuer or with or on behalf of a person described in paragraph (a) (ii) or (iii),

(c) is a director, officer or employee of the issuer or of a person described in paragraph (a) (ii) or (iii) or (b),

(d) knows of a material fact or of a material change with respect to the issuer, having acquired the knowledge while in a relationship described in paragraph (a), (b) or (c) with the issuer, or

(e) knows of a material fact or of a material change with respect to the issuer, having acquired the knowledge from another person at a time when

(i) that other person was in a special relationship with the issuer, whether under this paragraph or any of paragraphs (a) to (d), and

(ii) the person that acquired knowledge of the material fact or material change from that other person knew or reasonably ought to have known of the special relationship referred to in subparagraph (i).

 Application of Administrative Tribunals Appointment and Administration Act to commission

4.1  Sections 1 to 6, 7 (1) and (2) and 8 of the Administrative Tribunals Appointment and Administration Act apply to the commission.

4.1  Sections 1 to 6, 7 (1) and (2), 8, 43, 46 and 55 of the Administrative Tribunals Act apply to the commission.

 Application of Administrative Tribunals Act to commission

4.1  Sections 1 to 6, 7 (1) and (2), 8, 43, 46, 46.1 and 55 of the Administrative Tribunals Act apply to the commission.

Application of Administrative Tribunals Act to commission

4.1   Sections 1 to 6, 7 (1) and (2), 8, 43, 46, 46.1, 55 and 61 of the Administrative Tribunals Act apply to the commission.

 B.C. Securities Commission Securities Policy Advisory Committee

12  (1)  The minister may establish a B.C. Securities Commission Securities Policy Advisory Committee consisting of members appointed by the minister.

(2)  The purpose of the advisory committee is to provide to the commission advice on administrative, regulatory and legislative matters relating to trading in securities and to the securities industry.

14  In this Part, "Minister of Finance and Corporate Relations" has the same meaning as in the Financial Administration Act.

17  The Minister of Finance and Corporate Relations is the fiscal agent of the commission.

18  (1)  The commission must place with the Minister of Finance and Corporate Relations, for investment, any money the commission receives but does not immediately require for carrying out the purposes of this Act.

(2)  Money placed with the Minister of Finance and Corporate Relations under this section is to be treated for all purposes as money placed with that minister under section 40 (5) of the Financial Administration Act.

19  Subject to the approval of the Lieutenant Governor in Council and the Minister of Finance and Corporate Relations, the commission, for the purpose of carrying out any power, right, function or duty conferred or imposed on the commission under this or any other Act, may borrow the sums of money the commission considers necessary or advisable.

 References to self regulatory body or exchange

23  A reference in sections 26 to 32 to a self regulatory body or an exchange is a reference to a self regulatory body or an exchange, as the case may be, that has been recognized by the commission under section 24.

Interpretation

23   A reference in sections 26 to 32 to a self regulatory body, an exchange, a quotation and trade reporting system or a clearing agency means a person that has been recognized as a self regulatory body, an exchange, a quotation and trade reporting system or a clearing agency, as the case may be, under section 24.

 Recognition of self regulatory bodies and exchanges

24  (1)  On the application of an association representing registrants, the commission may recognize the applicant as a self regulatory body.

(2)  On application, the commission may recognize a person as an exchange in British Columbia.

25  A person must not carry on business as an exchange in British Columbia unless the person is recognized by the commission under section 24 (2).

Exchange required to be recognized

25   A person must not carry on business as an exchange in British Columbia unless the person is recognized by the commission under section 24 (b).

Designated exchange

25.1   (1) If a person is not carrying on business as an exchange, but is carrying on business as a quotation and trade reporting system, or is otherwise facilitating transactions of securities or exchange contracts, the commission may, if it considers it to be in the public interest, order that

(a) the person is an exchange for the purposes of this Act and the regulations, and

(b) the person must not carry on business as a quotation and trade reporting system, or facilitate transactions of securities or exchange contracts, unless the person is recognized by the commission under section 24 (b).

(2) An order under subsection (1) may be made on application by an interested person or on the commission's own motion.

Duty to regulate, conduct and provide information

26   (1) Subject to this Act, the regulations and any decision made by the commission, a self regulatory body, an exchange or a quotation and trade reporting system must regulate the operations, standards of practice and business conduct of its members or participants, and the representatives of its members or participants, in accordance with its bylaws, rules or other regulatory instruments.

(2) A self regulatory body, an exchange or a quotation and trade reporting system must provide to the commission or to the executive director, at the request of the commission or the executive director,

(a) a copy, or a partial copy as specified in the request, of the charter, as defined in section 1 of the Financial Institutions Act, of the self regulatory body or exchange, or

(b) any information or record in the possession of the self regulatory body, exchange or quotation and trade reporting system relating to

(i) a registrant or former registrant,

(ii) a client or former client of a registrant or of a former registrant,

(iii) an issuer,

(iv) trading in securities or exchange contracts,

(v) any of the self regulatory body's, exchange's or quotation and trade reporting system's

(A) bylaws, rules, other regulatory instruments or policies, or

(B) directions, decisions, orders or rulings that are made under any of its bylaws, rules, other regulatory instruments or policies,

(vi) the charter, as defined in section 1 of the Financial Institutions Act, of the self regulatory body, exchange or quotation and trade reporting system, or

(vii) this Act or the regulations.

Review of action

28   (1) The executive director or a person directly affected by a direction, decision, order or ruling made under a bylaw, rule or other regulatory instrument or policy of a self regulatory body, an exchange, a quotation and trade reporting system, or a clearing agency may apply by notice to the commission for a hearing and review of the matter under Part 19, and section 165 (3) to (8) applies.

(2) An applicant under subsection (1), other than the executive director, must send a copy of the notice requesting a hearing and review to

(a) the executive director, and

(b) the affected self regulatory body, exchange, quotation and trade reporting system or clearing agency.

(3) If the executive director is the applicant under subsection (1), the executive director must send a copy of the notice requesting a hearing and review to

(a) the affected self regulatory body, exchange, quotation and trade reporting system or clearing agency, and

(b) the persons directly affected by the direction, decision, order or ruling referred to in subsection (1).

 Compliance review

29  (1)  The executive director may appoint in writing a person to review the business and conduct of a self regulatory body, an exchange, a quotation and trade reporting system or a clearing agency for the purpose of determining whether the self regulatory body, exchange, quotation and trade reporting system or clearing agency is

(a) complying, or has complied, with

(i)  this Act and the regulations,

(ii)  any decision made under this Act or the regulations, or

(iii)  the charter, as defined in section 1 of the Financial Institutions Act, of the self regulatory body, exchange, quotation and trade reporting system or clearing agency, or

(b) enforcing or administering its bylaws, rules, other regulatory instruments or policies.

(2)  On production of the appointment, a person conducting a review under this section may

(a) enter the business premises of a self regulatory body, an exchange, a quotation and trade reporting system, or a clearing agency, during business hours,

(b) examine the records referred to in section 26 (2) (b),

(c) examine property, assets or things of the self regulatory body, exchange, quotation and trade reporting system, or clearing agency,

(d) make copies of the records referred to in section 26 (2) (b), and

(e) make inquiries of the self regulatory body, exchange, quotation and trade reporting system, or clearing agency, or persons employed by the self regulatory body, exchange, quotation and trade reporting system, or clearing agency, concerning the operations and procedures of the self regulatory body, exchange, quotation and trade reporting system, or clearing agency.

(3)  In exercising the power to make copies under subsection (2) (d), the person conducting the review under this section may

(a) carry out the copying at the business premises of the self regulatory body, exchange, quotation and trade reporting system, or clearing agency, or

(b) on giving an appropriate receipt, remove records for the purpose of copying them at other premises specified in the receipt.

(4)  Records removed under subsection (3) (b) for copying must be promptly returned to the person from which they were received.

(5)  The executive director may require a self regulatory body, an exchange, a quotation and trade reporting system, or a clearing agency that is the subject of a review under this section to pay prescribed fees or prescribed charges for the costs of the review.

(6)  A person must not

(a) withhold, destroy, conceal or refuse to give any information, or

(b) withhold, destroy, conceal or refuse to produce any record or thing

reasonably required for a review under this section.

Audits of members of exchanges and self regulatory bodies

32   (1) An exchange must appoint a panel of auditors from auditors who are practising as auditors in Canada.

(2) If the commission determines it is appropriate, a self regulatory body must appoint a panel of auditors from auditors who are practising as auditors in Canada.

(3) Each member of an exchange and a self regulatory body, as the case may be, must appoint an auditor from the panel appointed under subsection (1) or (2).

(4) An auditor appointed under subsection (3) must

(a) examine the financial affairs of the member

(i) as required by the bylaws, rules or other regulatory instruments or policies of the self regulatory body or exchange, and

(ii) in a manner satisfactory to the commission, and

(b) report on each examination to the self regulatory body or exchange, as the case may be.

(5) A bylaw, rule or regulatory instrument referred to in subsection (4) respecting the practice and procedure of examinations does not come into force until it has been approved by the commission.

Audits of members of exchanges and self-regulatory bodies

32   (1) An exchange must appoint a panel of auditors from auditors who are practising as auditors in Canada.

(2) If the commission determines it is appropriate, a self-regulatory body must appoint a panel of auditors from auditors who are practising as auditors in Canada.

(3) Each member of an exchange and a self-regulatory body, as the case may be, must appoint an auditor from the panel appointed under subsection (1) or (2).

(4) An auditor appointed under subsection (3) must

(a) examine the financial affairs of the member

(i) as required by the bylaws, rules or other regulatory instruments or policies of the self-regulatory body or exchange, and

(ii) in a manner satisfactory to the commission, and

(b) report on each examination to the self-regulatory body or exchange, as the case may be.

(5) A bylaw, rule or regulatory instrument referred to in subsection (4) respecting the practice and procedure of examinations does not come into force until it has been approved by the commission.

 Persons who must be registered

34  (1)  A person must not

(a) trade in a security or exchange contract unless the person is registered in accordance with the regulations as

(i)  a dealer, or

(ii)  a salesperson, partner, director or officer of a registered dealer and is acting on behalf of that dealer,

(b) act as an underwriter unless the person is registered in accordance with the regulations as an underwriter, or

(c) act as an adviser unless the person is registered in accordance with the regulations as

(i)  an adviser, or

(ii)  an advising employee, partner, director or officer of a registered adviser and is acting on behalf of that adviser.

(2)  An application for registration or for renewal or reinstatement of registration or for an amendment to registration must be made to the executive director in the required form and must be accompanied by the prescribed fee.

(3)  [Repealed 2002-32-15.]

 Persons who must be registered

34  (1)  A person must not

(a) trade in a security or exchange contract unless the person is registered in accordance with the regulations as

(i)  a dealer, or

(ii)  a salesperson, partner, director or officer of a registered dealer and is acting on behalf of that dealer,

(b) act as an underwriter unless the person is registered in accordance with the regulations as an underwriter, or

(c) act as an adviser unless the person is registered in accordance with the regulations as

(i)  an adviser, or

(ii)  an advising employee, partner, director or officer of a registered adviser and is acting on behalf of that adviser.

(2)  [Repealed 2006-32-11.]

(3)  [Repealed 2002-32-15.]

 Subsequent application

37  A person may reapply for registration or for renewal of, reinstatement of or an amendment to registration if

(a) the person intends to use information not previously submitted, or

(b) material circumstances described in the person's previous application have changed.

 Compliance review of registrant

39  (1)  The executive director may appoint in writing a person to review the business and conduct of a registered dealer, underwriter or adviser, or of a former registrant in any of those categories, for the purpose of determining whether the registrant is complying, or has complied, or former registrant has complied while registered, with

(a) this Act and the regulations,

(b) any decision made under this Act or the regulations, or

(c) the bylaws, rules, other regulatory instruments or policies of the self regulatory body, exchange or quotation and trade reporting system, if any, of which or in which the registrant is a member or participant.

(2)  On production of the appointment, a person conducting a review under this section may

(a) enter the business premises of a registered dealer, underwriter or adviser, or of a former registrant in any of those categories, during business hours,

(b) examine the records of the registrant or of the former registrant that are required to be kept under this Act or the regulations,

(c) make copies of the records referred to in paragraph (b), and

(d) make inquiries of the registrant or the former registrant, or of persons employed by the registrant or former registrant, concerning the operations and procedures of the registrant or of the former registrant.

(3)  In exercising the power to make copies under subsection (2) (c), the person conducting the review under this section may

(a) carry out the copying at the business premises of the registrant or former registrant, or

(b) on giving an appropriate receipt, remove records for the purpose of copying them at other premises specified in the receipt.

(4)  Records removed under subsection (3) (b) for copying must be promptly returned to the person from which they were received.

(5)  The executive director may require a registrant or former registrant that is the subject of a review under this section to pay prescribed fees or prescribed charges for the costs of the review.

(6)  A person must not withhold, destroy, conceal or refuse to give any information, or produce any record or thing reasonably required for a review under this section.

 Surrender of registration

41  (1)  The executive director may accept the surrender of the registration of a person if the executive director is satisfied that

(a) the financial obligations of the person to the person's clients have been discharged, and

(b) the surrender of the registration is not prejudicial to the public interest.

(2)  Upon receipt of an application to surrender registration, the executive director may, without a hearing, suspend the registrant's registration.

(3)  An application for surrender of registration must be made to the executive director in the required form and must be accompanied by the prescribed fee.

 Notice of change

42  (1)  Subject to the regulations, a registered dealer must immediately file in the required form a notice of any of the following:

(a) the opening or closing of a branch office, in British Columbia, of the dealer;

(b) a change in the partners, directors or officers of the dealer and, in the case of termination of employment or of office by any means, the reason for termination;

(c) commencement or termination of the employment of a registered salesperson and, in the case of termination of employment by any means, the reason for termination;

(d) a change in

(i)  the address for service in British Columbia of the dealer,

(ii)  any business address of the dealer,

(iii)  the holders of any of the voting securities issued by the dealer,

(iv)  the name and address of the person in charge of any branch office, in British Columbia, of the dealer, or

(v)  the name of the dealer or the name of any partner, director or officer of the dealer;

(e) a significant change in other information previously filed, including

(i)  a charge or indictment against, or a conviction of, the dealer or a partner, director or officer of the dealer for an offence under the law,

(ii)  a finding, made against the dealer or a partner, director or officer of the dealer in a civil proceeding, of fraud, theft, deceit, misrepresentation or similar conduct,

(iii)  bankruptcy of the dealer or a partner, director or officer of the dealer, or

(iv)  the appointment of a receiver or receiver manager to hold the assets of the dealer or a partner, director or officer of the dealer.

(2)  Subject to the regulations, a registered adviser or a registered underwriter must immediately file in the required form a notice of any of the following:

(a) a change in the partners, directors or officers of the adviser or underwriter and, in the case of termination of employment or of office by any means, the reason for termination;

(b) commencement or termination of the employment of a registered advising employee and, in the case of termination of employment by any means, the reason for termination;

(c) a change in

(i)  the address for service in British Columbia of the adviser or underwriter,

(ii)  any business address of the adviser or underwriter,

(iii)  the holders of any of the voting securities issued by the adviser or underwriter, or

(iv)  the name of the adviser or underwriter or the name of any partner, director or officer of the adviser or underwriter;

(d) a significant change in other information previously filed, including

(i)  a charge or indictment against, or a conviction of, the adviser or underwriter or a partner, director or officer of the adviser or underwriter for an offence under the law,

(ii)  a finding, made against the adviser or underwriter or a partner, director or officer of the adviser or underwriter in a civil proceeding, of fraud, theft, deceit, misrepresentation or similar conduct,

(iii)  bankruptcy of the adviser or underwriter or a partner, director or officer of the adviser or underwriter, or

(iv)  the appointment of a receiver or receiver manager to hold the assets of the adviser or underwriter or a partner, director or officer of the adviser or underwriter.

(3)  Subject to the regulations, a registered salesperson or a registered advising employee must immediately file in the required form a notice of any of the following:

(a) a change in

(i)  the address for service in British Columbia of the salesperson or advising employee,

(ii)  any business address of the salesperson or advising employee,

(iii)  the employment of the salesperson by a registered dealer or of the advising employee by a registered adviser, or

(iv)  the name of the salesperson or advising employee;

(b) a significant change in other information previously filed, including

(i)  a charge or indictment against, or a conviction of, the salesperson or advising employee for an offence under the law,

(ii)  a finding, made against the salesperson or advising employee in a civil proceeding, of fraud, theft, deceit, misrepresentation or similar conduct,

(iii)  bankruptcy of the salesperson or advising employee, or

(iv)  the appointment of a receiver or receiver manager to hold the assets of the salesperson or advising employee.

(4)  The executive director may require the person giving notice under this section to apply for an amendment of the person's registration.

(5)  If the executive director considers that it is not prejudicial to the public interest, the executive director may exempt a registrant that is a reporting issuer from subsection (1) (d) (iii) or (2) (c) (iii).

(6)  On any change in the name of a registrant, the registrant must

(a) promptly apply for a replacement certificate, and

(b) if the registrant is a dealer, underwriter or adviser, promptly apply for a replacement certificate for each individual registered to act on the registrant's behalf.

 Interpretation and definitions

43  (1)  For the purposes of this Part,

(a) a trust company or an insurer is deemed to be acting as principal when it purchases or sells as an agent or trustee for accounts that are fully managed by it, and

(b) a portfolio manager is deemed to be acting as principal when the portfolio manager purchases or sells as an agent for accounts that are fully managed by that portfolio manager.

(2)  In this Part:

(a) "contract" and "policy" have the meanings defined in section 1 of the Insurance Act;

(b) "group insurance" has the meaning defined in section 29 of the Insurance Act;

(c) "life insurance" has the meaning defined in section 1 of the Financial Institutions Act.

 Advisers

44  (1)  In this section, "accountant" means an individual who is a member in good standing, other than a student member, of a corporation having statutory authority to regulate its members in the practice of accountancy in British Columbia.

(2)  Subject to subsection (3), the following persons may act as advisers without registration under section 34:

(a) an insurer or a savings institution;

(b) the Business Development Bank of Canada;

(c) a barrister and solicitor or an accountant;

(d) a registered dealer, with respect to research reports or similar analysis prepared by an employee of the dealer and distributed by the dealer;

(e) a registered dealer or a person that is registered under this Act as a partner, director, officer or salesperson of a registered dealer;

(f) a publisher of, or writer for, a newspaper, news magazine or business or financial publication, that is of general and regular paid circulation, distributed only to subscribers to it for value or to purchasers of it, if the publisher or writer

(i)  gives advice as an adviser only through the newspaper, magazine or publication,

(ii)  has no direct or indirect interest in any of the securities or exchange contracts in respect of which the person gives advice, and

(iii)  receives no commission or other consideration for giving the advice other than for acting in the person's capacity as a publisher or writer;

(g) a person or class of persons designated by the regulations.

(3)  Despite subsection (2), a person described in that subsection is not exempted from the requirement to register under section 34 as an adviser if,

(a) in the case of a person described in subsection (2) (a), (b), (c), (d) or (f), the person acts as an adviser where

(i)  the advice the person gives is not solely incidental to the person's principal business contemplated by the relevant paragraph in subsection (2), or

(ii)  if the person advertises its business, advising is featured in the advertisements, or

(b) in the case of a person described in subsection (2) (e), the advice the person gives is not reasonably in fulfillment of the person's duty to ensure the suitability of a proposed purchase or sale for a client.

 Exemption of trades

45  (1)  In this section, "issuer bid", "offeree issuer", "offeror" and "take over bid" have the meanings defined in section 92.

(2)  Subject to the regulations, registration under section 34 is not required for the following trades in securities:

(1) a trade in a security by

(i)  an executor, administrator, guardian or committee of an estate,

(ii)  an authorized trustee or assignee, interim or official receiver or a custodian under the Bankruptcy Act (Canada),

(iii)  a receiver under the Supreme Court Act,

(iv)  a receiver, receiver manager or a liquidator under the Business Corporations Act, the Company Act, the Law and Equity Act, the Personal Property Security Act, the Business Corporations Act (Canada), the Winding-up Act (Canada) or this Act,

(v)  a vendor conducting a judicial sale, or

(vi)  a sheriff conducting a sale under the Court Order Enforcement Act,

in the person's official capacity;

(2) [Repealed 2002-32-19.]

(3) a trade in a security by or on behalf of the owner, for the owner's account, or by or on behalf of the issuer of the security, for the issuer's account, if the trade is

(i)  isolated,

(ii)  not made in the course of continued and successive transactions of a similar nature, and

(iii)  not made by a person whose usual business is trading in securities;

(4) a trade to a person that

(i)  purchases as principal, and

(ii)  is designated as an exempt purchaser in an order that the executive director may make for the purpose of this paragraph;

(5) a trade where

(i)  the person purchases as principal, and

(ii)  the trade is in a security that has an aggregate acquisition cost to the purchaser of not less than a prescribed amount;

(6) a trade by an issuer in a security of its own issue as consideration for part or all of another person's assets, so long as the fair value of the purchased assets is not less than a prescribed amount;

(7) a trade in a security by a person acting solely through a registered dealer;

(8) a trade by an issuer in

(i)  a right granted by the issuer to holders of its securities to purchase additional securities of its own issue, or

(ii)  a security of a reporting issuer held by the issuer and transferred or issued through the exercise of a right to purchase, convert or exchange previously granted by the issuer,

so long as the issuer gives the executive director written notice stating the date, amount, nature and conditions of the proposed trade, including the approximate net proceeds to be derived by the issuer on the basis of the additional securities being fully taken up and paid for, and the executive director

(iii)  has not informed the issuer in writing within 10 days of the giving of the notice that the executive director objects to the trade, or

(iv)  has withdrawn any objection the executive director has to the proposed trade;

(9) a trade in a security of an issuer in connection with an amalgamation, a merger, a reorganization or an arrangement if

(i)  the amalgamation, merger, reorganization or arrangement is under a statutory procedure, or

(ii)  the amalgamation, merger, reorganization or arrangement

(A)  is described in an information circular in the required form, in a proxy statement or in a similar disclosure record and the circular, statement or record is delivered to each security holder whose approval of the amalgamation, merger, reorganization or arrangement is required before it can proceed, and

(B)  is approved by the security holders referred to in clause (A);

(10) a trade by an issuer in a security of its own issue with

(i)  its employee, senior officer or director or an employee, senior officer or director of an affiliate of the issuer so long as that person is not induced to purchase by expectation of employment or continued employment,

(ii)  a trustee on behalf of a person referred to in subparagraph (i), or

(iii)  an issuer all of the voting securities of which are beneficially owned by one or more of the persons referred to in subparagraph (i);

(11) a trade by an issuer in a security under a plan made available by that issuer to the holders of a class of publicly traded securities of the issuer, and which plan

(i)  permits the holder to direct that dividends, interest or distributions of capital gains paid in respect of securities of the issuer's own issue be applied to the purchase of

(A)  publicly traded securities of the issuer's own issue, or

(B)  other securities of the issuer's own issue not referred to in clause (A) that are redeemable at the option of the holder, and

(ii)  may include an option permitting a holder to purchase by cash payment securities of the issuer referred to in subparagraph (i) so long as the aggregate number of securities issued under the option in any financial year of the issuer does not exceed 2% of the outstanding securities of that class at the beginning of that financial year;

(12) a trade by an issuer in a security

(i)  of its own issue that is distributed by it to its security holders as a stock dividend or other distribution out of earnings or surplus,

(ii)  that is distributed by it to its security holders under a liquidation, dissolution or other winding up of the issuer, or

(iii)  of its own issue transferred or issued through the exercise of a right

(A)  of the holder to purchase, convert or exchange or otherwise acquire, or

(B)  of the issuer to require the holder to purchase, convert or exchange,

in accordance with the terms and conditions of a previously issued security of the issuer,

so long as no commission or other remuneration is paid or given to others in respect of the trade except for administrative or professional services or for services performed by a registered dealer;

(13) a trade that is the transfer of beneficial ownership of a security to a transferee, pledgee, mortgagee or other encumbrancer under a realization on collateral given for a debt;

(14) a trade by an issuer in a security of a reporting issuer held by the issuer that is distributed by it to its security holders as a dividend in specie, so long as the issuer gives the executive director written notice stating the date, amount, nature and conditions of the proposed trade and the executive director

(i)  has not informed the issuer in writing within 10 days of the giving of the notice that the executive director objects to the trade, or

(ii)  has withdrawn any objection the executive director has to the proposed trade;

(15) a trade by an issuer in a security of its own issue if the trade is reasonably necessary to facilitate its incorporation or organization and the security is traded

(i)  for a nominal consideration to not more than 5 incorporators or organizers, or

(ii)  if the law under which the issuer is incorporated or organized requires the trade to be for a greater consideration or to a larger number of incorporators or organizers, for that greater consideration or to that larger number of incorporators or organizers;

(16) a trade by

(i)  a person to an underwriter acting as purchaser, or

(ii)  an underwriter to another underwriter;

(17) a trade by

(i)  an issuer in a security of its own issue to a promoter of that issuer, or

(ii)  a promoter of an issuer in a security issued by that issuer to another promoter of that issuer;

(18) a trade in a security of an issuer if each party to the trade is a control person of that issuer;

(19) a trade by or for the account of a lender, pledgee, mortgagee or other encumbrancer for the purpose of liquidating a genuine debt by selling or offering for sale a security pledged, mortgaged or otherwise encumbered as collateral for the debt;

(20) the execution of an order to purchase or sell through a registered dealer by a bank or a trust company as agent for a person and the trade by that person made by placing the order with the bank or trust company, so long as

(i)  the order of the person to purchase or sell is unsolicited, and

(ii)  the bank or trust company does not actively promote or market an order execution access service;

(21) a trade by an issuer in a security of its own issue as consideration for the acquisition of mining, petroleum or natural gas properties or any interest in them;

(22) a trade in a security of a mutual fund to a purchaser who is purchasing as principal if

(i)  the aggregate acquisition cost to the purchaser is not less than a prescribed amount, or

(ii)  the net asset value or the aggregate acquisition cost of the securities in the mutual fund held by the purchaser at the date of the trade is not less than a prescribed amount;

(23) a trade made on or through the facilities of an exchange recognized by the commission for the purposes of this paragraph if

(i)  the trade is effected in whole or part by means of telephone or other telecommunications equipment linking the facilities of that exchange with the facilities of another exchange recognized by the commission for the purposes of this paragraph, and

(ii)  the purchase and sale is effected by or through persons each of whom is registered as a dealer, or in a similar capacity, under the law of a province;

(24) a trade in a security of an offeree issuer to an offeror under a take over bid or issuer bid;

(25) a trade to a holder of a security in a mutual fund under provisions in the instrument constituting the mutual fund that permit or require dividends or distributions of income or capital gains attributable to the securities to be reinvested in additional securities of the mutual fund of

(i)  the same class of securities, or

(ii)  of a class of securities having the same attributes as that class,

so long as no sales or other acquisition charges are levied;

(26) a trade by an issuer in a security of its own issue to a registered dealer or registered underwriter as consideration for services performed by the registered dealer or registered underwriter in connection with a distribution of securities of the issuer;

(27) a trade in a bond or debenture by way of an order given to a bank or trust company if

(i)  the order to purchase or sell is unsolicited,

(ii)  the bank or trust company is acting as principal, and

(iii)  the bond or debenture is

(A)  acquired by the bank or trust company from a registered dealer for purposes of the trade, or

(B)  sold by the bank or trust company to a registered dealer following the trade;

(28) a trade in a security of an offeror that is exchanged by or for the account of the offeror with the security holders of an offeree issuer under a take over bid or issuer bid;

(29) a trade in a security to the issuer of the security pursuant to the purchase, redemption or acquisition of the security by the issuer;

(30) a trade designated by regulation or a trade within a class of trade designated by regulation.

(3)  Subject to the regulations, for purposes of subsection (2) (8) or (14), the executive director must not object to the trade unless the executive director considers it to be in the public interest to do so.

(4)  The executive director must not object to a trade referred to in subsection (2) (8) or (14) without giving the person who filed the written notice an opportunity to be heard.

  Subject to the regulations, a person may trade in the following securities without being registered under section 34 (1) (a):

 Exemption when trading in certain securities

46  Subject to the regulations, a person may trade in the following securities without being registered under section 34:

(a) bonds, debentures or other evidence of indebtedness

(i)  of or guaranteed by the government of Canada or by a province of Canada,

(ii)  of or guaranteed by

(A)  a country, or

(B)  a political division of a country

recognized in an order the commission may make for the purpose of this subparagraph,

(iii)  of a municipal corporation in Canada, including debentures

(A)  issued for public, separate, secondary or vocational school purposes,

(B)  guaranteed by any municipal corporation in Canada, or

(C)  secured by or payable out of rates or taxes levied under the law of a province on property in that province and collectible by or through the municipality where the property is situated,

(iv)  of or guaranteed by an insurer or a savings institution, other than bonds, debentures or other evidence of indebtedness that are subordinate in right of payment to deposits held by the issuer or guarantor of those bonds, debentures or other evidence of indebtedness,

(v)  of or guaranteed by the International Bank for Reconstruction and Development established by the Agreement for an International Bank for Reconstruction and Development approved by the Bretton Woods and Related Agreements Act (Canada), if the bonds, debentures or other evidences of indebtedness are payable in the currency of Canada or of the United States of America, or

(vi)  of or guaranteed by the Asian Development Bank or the Inter-American Development Bank, if

(A)  the bonds, debentures or other evidences of indebtedness are payable in the currency of Canada or of the United States of America, and

(B)  with respect to those securities, the certificates, records or other information required by the commission are filed;

(b) certificates or receipts issued by a trust company or a credit union for money received for guaranteed investment;

(c) securities issued by a private mutual fund;

(d) negotiable promissory notes or commercial paper maturing not more than 12 months from the date of issue, so long as

(i)  each note or commercial paper is not convertible or exchangeable into or accompanied by a right to purchase another security other than a security described in this section, and

(ii)  the purchaser is not an individual;

(e) mortgages or other encumbrances on property that are

(i)  not contained in or secured by a bond, debenture or similar obligation or in a trust deed or other instrument to secure bonds or debentures or similar obligations, and

(ii)  offered for sale by a person who is registered or exempted from registration under the Mortgage Brokers Act;

(f) securities that

(i)  evidence indebtedness due under a conditional sales contract or other title retention contract,

(ii)  provide for the acquisition of personal property, and

(iii)  are not offered for sale to an individual;

(g) securities issued by an issuer organized exclusively for educational, benevolent, fraternal, charitable, religious or recreational purposes and not for profit, if

(i)  no part of the net earnings of the issuer accrue to the benefit of a security holder,

(ii)  no commission or other remuneration is paid in connection with the sale of the securities,

(iii)  in the case of a trade made by the issuer, an information statement in the required form is delivered to the purchaser before an agreement of purchase and sale is entered into, and

(iv)  in the case of a trade made by the issuer, the information statement is filed not later than 10 days after the trade;

(h) securities issued by an association to which the Cooperative Association Act applies, if prescribed conditions are met;

(i) shares or deposits of a credit union;

(j) [Repealed 2002-32-20.]

(k) securities issued by a cooperative association, as defined in the Real Estate Development Marketing Act, for the purpose of evidencing a right to use or occupy a part of the land owned by the cooperative association where the securities cannot be dealt with apart from the right to use or occupy, so long as a disclosure statement has been filed and accepted under the Real Estate Development Marketing Act;

(l) variable insurance contracts issued by an insurer if the variable insurance contract is

(i)  a contract of group insurance,

(ii)  a whole life insurance contract providing for the payment at maturity of an amount not less than 3/4 of the premium paid up to the age of 75 for a benefit payable at maturity,

(iii)  an arrangement for the investment of policy dividends and policy proceeds in a separate and distinct fund to which contributions are made only from policy dividends and policy proceeds, or

(iv)  a variable life annuity;

(m) securities designated by regulation or securities within a class of securities designated by regulation.

  Subject to the regulations, registration under section 34 (1) (a) is not required for the following trades in exchange contracts:

 Exemption of trades in exchange contracts

47  Subject to the regulations, registration under section 34 is not required for the following trades in exchange contracts:

(a) a trade in an exchange contract by a person acting solely through a registered dealer;

(b) a trade resulting from an unsolicited order placed with an individual who is not a resident of and does not carry on business in British Columbia;

(c) a trade designated by regulation or a trade within a class of trades designated by regulation.

Representations prohibited

50   (1) A person, while engaging in investor relations activities or with the intention of effecting a trade in a security, must not do any of the following:

(a) represent that the person or another person will

(i) resell or repurchase the security, or

(ii) refund all or any of the purchase price of the security;

(b) give an undertaking relating to the future value or price of the security;

(c) represent, without obtaining the prior written permission of the executive director,

(i) that the security will be listed and posted for trading on an exchange or quoted on any quotation and trade reporting system, or

(ii) that application has been or will be made to list and post the security for trading on an exchange or quote the security on any quotation and trade reporting system;

(d) make a statement that the person knows, or ought reasonably to know, is a misrepresentation;

(e) engage in an unfair practice.

(2) Subsection (1) (a) does not apply to a representation

(a) in respect of a security that carries an obligation of the issuer to redeem or purchase, or a right of the owner to require redemption or purchase, or

(b) contained in a written agreement if the security involved has an aggregate acquisition cost in excess of a prescribed amount.

(3) A person, with the intention of effecting a trade in an exchange contract, must not do any of the following:

(a) represent that the person or another person will

(i) refund all or part of any margin put up or premium paid in respect of the exchange contract, or

(ii) assume all or part of the obligation under the exchange contract;

(b) give an undertaking relating to the future value of the exchange contract;

(c) make a statement that the person knows, or ought reasonably to know, is a misrepresentation;

(d) engage in an unfair practice.

(4) For the purposes of this section, an "unfair practice" includes any of the following:

(a) putting unreasonable pressure on a person to purchase, hold or sell a security;

(b) taking advantage of the person's inability or incapacity to reasonably protect his or her own interest because of physical or mental infirmity, ignorance, illiteracy, age or inability to understand the character, nature or language of any matter relating to a decision to purchase, hold or sell a security;

(c) imposing terms or conditions that make a transaction inequitable.

Use of name of another registrant

53   A registrant must not use the name of another registrant on letterheads, forms, advertisements or signs, as correspondent or otherwise, unless the first registrant is a partner, officer or agent of, or is authorized in writing by, the other registrant.

 Approval of commission or executive director not to be represented

55  A person must not represent that the commission or the executive director has approved the financial standing, fitness or conduct of any registrant or passed on the merits of any security, exchange contract or issuer.

Approval of commission or executive director not to be represented

55   A person must not represent that the commission or the executive director has in any manner approved or passed on the merits of

(a) the financial standing, suitability for registration or conduct of any registrant,

(b) any security, exchange contract or issuer,

(c) an issuer's disclosure, or

(d) a credit rating organization or a credit rating.

 Prohibited transactions relating to trading in British Columbia

57  A person in or outside British Columbia must not, directly or indirectly, engage in or participate in a transaction or series of transactions relating to a trade in or acquisition of a security or a trade in an exchange contract if the person knows, or ought reasonably to know, that the transaction or series of transactions

(a) results in or contributes to a misleading appearance of trading activity in, or an artificial price for, any security or exchange contract traded in British Columbia,

(b) perpetrates a fraud on any person in British Columbia, or

(c) perpetrates a fraud on any person anywhere in connection with trading in or acquiring securities, or trading in exchange contracts, in British Columbia.

Manipulation and fraud

57   A person must not, directly or indirectly, engage in or participate in conduct relating to securities or exchange contracts if the person knows, or reasonably should know, that the conduct

(a) results in or contributes to a misleading appearance of trading activity in, or an artificial price for, a security or exchange contract, or

(b) perpetrates a fraud on any person.

 Prohibited transactions by persons in British Columbia

57.1  A person in British Columbia must not, directly or indirectly, engage in or participate in a transaction or series of transactions relating to a trade in or acquisition of a security or a trade in an exchange contract if the person knows, or ought reasonably to know, that the transaction or series of transactions

(a) results in or contributes to a misleading appearance of trading activity in, or an artificial price for, any security or exchange contract anywhere, or

(b) perpetrates a fraud on any person anywhere.

Records

57.7   Subject to the regulations, a person referred to in section 141 (2) must keep records of the person's business transactions and financial affairs, and of the transactions that the person executes on behalf of others, for a period of 6 years from the date the record is created.

Trading on an exchange in British Columbia

58   (1) A person must not trade in an exchange contract on an exchange in British Columbia unless

(a) the exchange is recognized by the commission under section 24 (b), and

(b) the form of the exchange contract has been accepted by the commission.

(2) On application by an exchange in British Columbia, the commission by order may accept a form of exchange contract for the purpose of subsection (1) (b).

(3) The commission must not refuse to accept a form of exchange contract under subsection (2) without giving the applicant an opportunity to be heard.

Trading on an exchange outside British Columbia

59   (1) A registrant must not trade in an exchange contract on behalf of another person on an exchange outside British Columbia unless the exchange is recognized by the commission.

(2) On application by an exchange outside British Columbia or on the commission's own motion, the commission by order may recognize an exchange outside British Columbia for the purposes of subsection (1).

(3) The commission must not refuse to recognize an exchange under subsection (2) without giving the applicant an opportunity to be heard.

 Amendment to preliminary prospectus

66  (1)  If an adverse material change occurs in the affairs of an issuer after a receipt is issued for a preliminary prospectus but before a receipt is issued for a prospectus, the person who intends to make the distribution must file an amendment to the preliminary prospectus disclosing the change, as soon as practicable and in any event no later than 10 days after the change occurs.

(2)  An amendment to a preliminary prospectus may be filed under subsection (1) that discloses a material change other than an adverse material change.

(3)  The executive director must issue, as soon as practicable, a receipt for an amendment to a preliminary prospectus filed under subsection (1).

(4)  The person filing the amendment under subsection (1) must send the amendment, as soon as it has been filed, to each recipient of the preliminary prospectus according to the record maintained under section 80.

 Amendment to prospectus

67  (1)  If, after a receipt is issued for a prospectus but before the completion of the distribution under it, a material change occurs in the affairs of an issuer, the person who is making the distribution must file an amendment to the prospectus disclosing the change, as soon as practicable, and in any event no later than 10 days after the change occurs.

(2)  If, after a receipt is issued for a prospectus but before the completion of the distribution under it, additional securities of the same class of securities previously disclosed in the prospectus are to be distributed, the person making the distribution must file an amendment to the prospectus disclosing the additional securities, as soon as practicable, and in any event no later than 10 days after the decision to increase the number of securities offered is made.

(3)  If, after a receipt is issued for the prospectus but before the completion of the distribution under it, the terms or conditions of the offering disclosed in the prospectus are to be altered, the person making the distribution must file an amendment to the prospectus disclosing the change, as soon as practicable, and in any event no later than 10 days after the decision to alter the terms or conditions is made.

(4)  The executive director must issue a receipt for an amendment to a prospectus filed under this section and section 65 (2) and (3) applies.

(5)  Except with the written permission of the executive director, a distribution or an additional distribution must not proceed until a receipt for an amendment to a prospectus that is required to be filed under this section is issued by the executive director.

 Certificate of issuer

68  (1)  The issuer must ensure that a prospectus contains a certificate that states the following, as applicable:

(a) if the prospectus is filed under section 61 or 71,

"The foregoing constitutes full, true and plain disclosure of all material facts relating to the securities offered by this prospectus as required by the Securities Act and its regulations.";

(b) if the prospectus is filed under section 62,

"The foregoing constitutes full, true and plain disclosure of all material facts relating to the securities previously issued by the issuer as required by the Securities Act and its regulations."

(2)  Subject to subsections (3) to (5), the certificate required under subsection (1) must be signed

(a) by the issuer's chief executive officer and chief financial officer,

(b) on behalf of the directors of the issuer by any 2 directors, other than the persons referred to in paragraph (a), who are duly authorized to sign, and

(c) by each person who is a promoter of the issuer.

(3)  If the issuer has only 3 directors, 2 of whom are the chief executive officer and the chief financial officer, the number of directors required to sign the certificate under subsection (2) (b) is one.

(4)  If the executive director is satisfied on evidence or submissions made to the executive director that the chief executive officer or the chief financial officer of the issuer, or both, is not available to sign a certificate in a prospectus, the executive director may allow any other responsible officer of the issuer to sign it instead.

(5)  The executive director may, with respect to the certificate required by subsection (1),

(a) exempt a promoter from signing it,

(b) allow a promoter's agent, who is duly authorized in writing, to sign it on behalf of the promoter, or

(c) on conditions the executive director imposes, require any person who has been a promoter of the issuer within the preceding 2 years to sign it.

(6)  The executive director may permit an issuer to vary the form or content of the certificate required by subsection (1).

 Certificate of underwriter

69  (1)  If an underwriter is in a contractual relationship with the issuer or holder of the securities offered by a prospectus, the prospectus must contain a certificate signed by the underwriter that states:

"To the best of our knowledge, information and belief, the foregoing constitutes full, true and plain disclosure of all material facts relating to the securities offered by this prospectus as required by the Securities Act and its regulations."

(2)  The executive director may allow an underwriter's agent, who is duly authorized in writing, to sign the certificate required by subsection (1) on behalf of the underwriter.

(3)  The executive director may permit an underwriter to vary the form or content of the certificate required by subsection (1).

 Lapse of prospectus

70  (1)  Subject to subsection (3), a person must not distribute a security under a prospectus after the lapse date of the prospectus.

(2)  The lapse date of a prospectus is the earlier of

(a) the prescribed date, or

(b) a date designated by the executive director.

(3)  A person may distribute a security under a prospectus after the lapse date of the prospectus on prescribed terms and conditions.

(4)  A purchaser may, in prescribed circumstances, cancel a trade that was completed after the lapse date in reliance on subsection (3).

 Distribution of securities may be continued

71  (1)  A person who distributed securities under a prospectus filed under section 61 or this section may, on prescribed terms and conditions, continue to distribute securities under a new prospectus by

(a) filing the new prospectus with the executive director under this section, and

(b) obtaining a receipt for the new prospectus from the executive director under this section.

(2)  Despite section 61 (1), a person may file a new prospectus under subsection (1) of this section without filing a preliminary prospectus with and obtaining a receipt for the preliminary prospectus from the executive director.

(3)  A short form of prospectus in the required form may, if permitted by the regulations, be filed under this section.

 Definitions

73  In this Part, "issuer bid", "offeree issuer", "offeror" and "take over bid" have the meanings defined in section 92.

 Exemptions

74  (1)  In this section,

(a) a trust company or an insurer is deemed to be acting as principal when it purchases or sells as an agent or trustee for accounts that are fully managed by it, and

(b) a portfolio manager is deemed to be acting as principal when the portfolio manager purchases or sells as an agent for accounts that are fully managed by the portfolio manager.

(2)  Subject to the regulations, section 61 does not apply to a distribution in the following circumstances:

(1) [Repealed 2002-32-23.]

(2) the trade is made by or on behalf of an issuer in a specific security of its own issue for the issuer's account and is

(i)  isolated,

(ii)  not made in the course of continued and successive transactions of a similar nature, and

(iii)  not made by a person whose usual business is trading in securities,

(3) the trade is made to a person that

(i)  purchases as principal, and

(ii)  is designated as an exempt purchaser in an order that the executive director may make for the purpose of this paragraph;

(4) the person is purchasing as principal, and the trade is in a security that has an aggregate acquisition cost to the purchaser of not less than a prescribed amount;

(5) the trade is made by an issuer in a security of its own issue as consideration for part or all of another person's assets, so long as the fair value of the purchased assets is not less than a prescribed amount;

(6) the trade is made from one registered dealer to another registered dealer where the registered dealer making the purchase is acting as principal;

(7) the trade is made by an issuer in

(i)  a right granted by the issuer to holders of its securities to purchase additional securities of its own issue, or

(ii)  a security of a reporting issuer held by the issuer and transferred or issued through the exercise of a right to purchase, convert or exchange previously granted by the issuer,

so long as the issuer gives the executive director written notice stating the date, amount, nature and conditions of the proposed trade, including the approximate net proceeds to be derived by the issuer on the basis of the additional securities being fully taken up and paid for, and the executive director

(iii)  has not informed the issuer in writing within 10 days of the giving of the notice that the executive director objects to the trade, or

(iv)  has withdrawn any objections the executive director has to the proposed trade;

(8) a trade in a security of an issuer in connection with an amalgamation, a merger, a reorganization or an arrangement if

(i)  the amalgamation, merger, reorganization or arrangement is under a statutory procedure, or

(ii)  the amalgamation, merger, reorganization or arrangement

(A)  is described in an information circular in the required form, in a proxy statement or in a similar disclosure record and the circular, statement or record is delivered to each security holder whose approval of the amalgamation, merger, reorganization or arrangement is required before it can proceed, and

(B)  is approved by the security holders referred to in clause (A);

(9) a trade is made by an issuer in a security of its own issue with

(i)  its employee, senior officer or director or an employee, senior officer or director of an affiliate of the issuer, so long as that person is not induced to purchase by expectation of employment or continued employment,

(ii)  a trustee on behalf of a person referred to in subparagraph (i), or

(iii)  an issuer all of the voting securities of which are beneficially owned by one or more of the persons referred to in subparagraph (i);

(10) the trade is made by an issuer in a security under a plan made available by that issuer to the holders of a class of publicly traded securities of the issuer, and which plan

(i)  permits the holder to direct that dividends, interest or distributions of capital gains paid in respect of securities of the issuer's own issue be applied to the purchase of

(A)  publicly traded securities of the issuer's own issue, or

(B)  other securities of the issuer's own issue not referred to in clause (A) that are redeemable at the option of the holder, and

(ii)  may include an option permitting a holder to purchase by cash payment securities of the issuer referred to in subparagraph (i), so long as the aggregate number of securities issued under the option in any financial year of the issuer does not exceed 2% of the outstanding securities of that class at the beginning of that financial year;

(11) the trade is made by an issuer in a security

(i)  of its own issue that is distributed by it to its security holders as a stock dividend or other distribution out of earnings or surplus,

(ii)  that is distributed by it to its security holders under a liquidation, dissolution or other winding up of the issuer, or

(iii)  of its own issue that is transferred or issued through the exercise of a right

(A)  of the holder to purchase, convert or exchange or otherwise acquire, or

(B)  of the issuer to require the holder to purchase, convert or exchange,

in accordance with the terms and conditions of a previously issued security of the issuer,

so long as no commission or other remuneration is paid or given to others in respect of the trade except for administrative or professional services or for services performed by a registered dealer;

(12) the trade is the transfer of beneficial ownership of a security to a transferee, pledgee, mortgagee or other encumbrancer under a realization on collateral given for a debt;

(13) the trade is made by an issuer in a security of a reporting issuer held by the issuer that is distributed by it to its security holders as a dividend in specie, so long as the issuer gives the executive director written notice stating the date, amount, nature and conditions of the proposed trade and the executive director

(i)  has not informed the issuer in writing within 10 days of the giving of the notice that the executive director objects to the trade, or

(ii)  has withdrawn any objection the executive director has to the proposed trade;

(14) the trade is made by an issuer in a security of its own issue, if the trade is reasonably necessary to facilitate its incorporation or organization and the security is traded

(i)  for a nominal consideration to not more than 5 incorporators or organizers, or

(ii)  if the law under which the issuer is incorporated or organized requires the trade to be for a greater consideration or to a larger number of incorporators or organizers, for that greater consideration or to that larger number of incorporators or organizers;

(15) the trade is made by

(i)  a person to an underwriter acting as purchaser, or

(ii)  an underwriter to another underwriter;

(16) the trade is made by

(i)  an issuer in a security of its own issue to a promoter of that issuer, or

(ii)  a promoter of an issuer in a security issued by that issuer to another promoter of that issuer;

(17) the trade is in a security of an issuer, if each party to the trade is a control person of that issuer;

(18) the trade is made by an issuer in a security of its own issue as consideration for the acquisition of mining, petroleum or natural gas properties or any interest in them;

(19) a trade in a security of a mutual fund to a purchaser who is purchasing as principal if

(i)  the aggregate acquisition cost to the purchaser is not less than a prescribed amount, or

(ii)  the net asset value or the aggregate acquisition cost of the securities in the mutual fund held by the purchaser at the date of the trade is not less than a prescribed amount;

(20) the trade is made on or through the facilities of an exchange recognized by the commission for the purposes of this paragraph if

(i)  the trade is effected in whole or part by means of telephone or other telecommunications equipment linking the facilities of that exchange with the facilities of another exchange recognized by the commission for the purposes of this paragraph, and

(ii)  the purchase and sale is effected by or through persons each of whom is registered as a dealer, or in a similar capacity, under the law of a province;

(21) the trade is made in a security of an offeree issuer to an offeror under a take over bid or issuer bid;

(22) the trade is made to a holder of a security in a mutual fund under provisions in the instrument constituting the mutual fund that permit or require dividends or distributions of income or capital gains attributable to the securities to be reinvested in additional securities of the mutual fund of

(i)  the same class of securities, or

(ii)  of a class of securities having the same attributes as that class,

so long as no sales or other acquisition charges are levied;

(23) a trade by an issuer in a security of its own issue to a registered dealer or registered underwriter as consideration for services performed by the registered dealer or registered underwriter in connection with a distribution of securities of the issuer;

(24) the trade is made in a security of an offeror that is exchanged by or for the account of the offeror with the security holders of an offeree issuer under a take over bid that under section 98 (1) (a), (b), (e) or (f) is exempted from sections 105 to 110;

(25) the trade is made in a security of an offeror that is exchanged by or for the account of the offeror with the security holders of an offeree issuer under a take over bid that under section 98 (1) (c) or (d) is exempted from sections 105 to 110;

(26) the trade is made in a security of an offeror under a take over bid or an issuer bid where a securities exchange take over bid circular or securities exchange issuer bid circular in respect of the security was filed by the offeror;

(27) the trade is made in a security to the issuer of the security pursuant to the purchase, redemption or acquisition of the security by the issuer;

(28) the trade is designated by regulation or the trade is within a class of trade designated by regulation.

(3)  Subject to the regulations, for purposes of subsection (2) (7) or (13), the executive director must not object to the trade unless the executive director considers it in the public interest to do so.

(4)  The executive director must not object to a trade referred to in subsection (2) (7) or (13) without giving the person who filed the written notice an opportunity to be heard.

 Exemption from prospectus requirements

75  Section 61 does not apply to

(a) a distribution of a security described in section 46 (a) to (l), or

(b) a distribution consisting of options to sell or purchase securities known as "puts" and "calls" which permit the holder of the option to sell or purchase from the writer of the option a specified amount of securities at a specific price, on or before a specified date or the occurrence of a specified event, so long as

(i)  the option has been written by or the performance under the option is guaranteed by a member of an exchange recognized by the commission for this purpose,

(ii)  the securities that are the subject of the option are listed and posted for trading on an exchange recognized by the commission for this purpose, and

(iii)  the option is in the required form.

 Certificates respecting status of reporting issuers

77  (1)  On application, the executive director may issue a certificate that an issuer is a reporting issuer.

(2)  The commission must maintain a list of defaulting reporting issuers for public inspection during normal business hours in the commission's offices.

(3)  On application, the executive director may issue a certificate that a reporting issuer is not in default of

(a) filing financial statements required by this Act or the regulations, or

(b) paying prescribed fees and charges.

(4)  A person

(a) may rely on a certificate issued under subsection (1) to determine that an issuer is a reporting issuer, and

(b) subject to subsection (5), may rely on the list maintained under subsection (2) or a certificate issued under subsection (3) to determine that a reporting issuer is not in default of filing financial statements required by this Act or the regulations or paying prescribed fees and charges.

(5)  Subsection (4) (b) does not apply to a person that knows or reasonably ought to know that a reporting issuer that is not named in the list maintained under subsection (2) or that is named in a certificate issued under subsection (3), as the case may be, is in default of filing financial statements required by this Act or the regulations or paying prescribed fees and charges.

 Distribution of preliminary prospectus

79  If a dealer or an issuer takes any action under section 78, the dealer or issuer must send a copy of the preliminary prospectus to each person who, without solicitation, indicates an interest in purchasing the security and requests a copy of the preliminary prospectus.

 Distribution list

80  If a dealer or an issuer takes any action under section 78, the dealer or issuer must maintain a record of the names and addresses of all persons to whom the preliminary prospectus has been sent.

81  If the executive director considers that a preliminary prospectus does not substantially comply with section 63 (1), the executive director may, without giving notice, order that trading that is permitted by section 78 (2) in the security to which the preliminary prospectus relates cease until a revised preliminary prospectus satisfactory to the executive director is filed and sent to each recipient of the defective preliminary prospectus according to the record maintained in section 80.

 Definition

84.1  In this Part, "related financial instrument" means, with respect to a reporting issuer, a security or exchange contract the market price or value of which varies materially with the market price or value of a security of the reporting issuer.

 Publication of material change

85  (1)  If a material change occurs in the affairs of a reporting issuer, the reporting issuer must

(a) as soon as practicable issue and file a press release that is authorized by a senior officer and that discloses the nature and substance of the change, and

(b) file a required report, as soon as practicable, but in any event no later than 10 days after the date on which the change occurs.

(2)  Subsection (1) does not apply to a reporting issuer that immediately files the report required under subsection (1) (b) marked "confidential" together with written reasons why there should not be a press release under subsection (1) (a), so long as

(a) in the opinion of the reporting issuer, the disclosure required by subsection (1) would be unduly detrimental to its interests, or

(b) the material change in the affairs of the reporting issuer

(i)  consists of a decision to implement a change made by senior management of the issuer who believe that confirmation of the decision by the directors is probable, and

(ii)  senior management of the issuer has no reason to believe that persons with knowledge of the material change have made use of that knowledge in purchasing or selling securities of the issuer.

(3)  If a report has been filed under subsection (2), the reporting issuer must advise the commission in writing, within 10 days of the date of filing the initial report and every 10 days after that, that it believes the report should continue to remain confidential until

(a) the material change is generally disclosed in the manner referred to in subsection (1) (a), or

(b) if the material change consists of a decision of the type referred to in subsection (2) (b), that decision has been rejected by the directors of the issuer.

85   A reporting issuer must, in accordance with the regulations,

 Trading or informing where undisclosed change

86  (1)  A person that

(a) is in a special relationship with a reporting issuer, and

(b) knows of a material fact or material change with respect to the reporting issuer, which material fact or material change has not been generally disclosed,

must not enter into a transaction involving a security of the reporting issuer or a related financial instrument.

(2)  A reporting issuer or a person in a special relationship with a reporting issuer must not inform another person of a material fact or material change with respect to the reporting issuer before the material fact or material change has been generally disclosed, unless giving the information is necessary in the course of business of the reporting issuer or of the person in the special relationship with the reporting issuer.

(3)  A person who proposes to

(a) make a take over bid, as defined in section 92, for the securities of a reporting issuer,

(b) become a party to a reorganization, amalgamation, merger, arrangement or similar business combination with a reporting issuer, or

(c) acquire a substantial portion of the property of a reporting issuer

must not inform another person of a material fact or material change with respect to the reporting issuer before the material fact or material change has been generally disclosed, unless giving the information is necessary to effect the take over bid, business combination or acquisition, as the case may be.

(4)  A person does not contravene subsection (1), (2) or (3) if the person proves on the balance of probabilities that, at the time of the purchase or sale referred to in subsection (1) or at the time of giving the information under subsection (2) or (3), as the case may be, the person reasonably believed that the material fact or material change had been generally disclosed.

 Insider reports

87  (1)  In this section, "reporting issuer" does not include a mutual fund.

(2)  A person who is an insider of a reporting issuer must, within a prescribed period of time after becoming an insider, file an insider report in the required form effective the date on which the person became an insider, disclosing any direct or indirect beneficial ownership of, or control or direction over, securities of the reporting issuer.

(3)  If a person who is an insider of a reporting issuer does not have any direct or indirect beneficial ownership of, or control or direction over, securities of the reporting issuer, the person is not required to file a report under subsection (2) merely to state that fact.

(4)  If, while a person is an insider of a reporting issuer, the person's direct or indirect beneficial ownership of, or control or direction over, securities of the reporting issuer changes from that shown or required to be shown in the latest insider report filed by the person, the person must, within the prescribed period after the change takes place, file an insider report in the required form disclosing

(a) the person's direct or indirect beneficial ownership of, or control or direction over, securities of the reporting issuer, and

(b) the change in the person's direct or indirect beneficial ownership of, or control or direction over, securities of the reporting issuer.

(5)  If a director or senior officer

(a) of an issuer is deemed under section 2 (2) to have been an insider of a reporting issuer, or

(b) of a reporting issuer is deemed under section 2 (3) to have been an insider of another reporting issuer,

then, within a prescribed period of time after the date on which that deeming occurs, the director or senior officer must file the insider reports referred to in subsections (2) and (4), for the period for which the director or senior officer is deemed to have been an insider.

(6)  For the purpose of reporting under this section,

(a) ownership passes when

(i)  an offer to sell is accepted by the purchaser or the purchaser's agent, or

(ii)  an offer to buy is accepted by the seller or the seller's agent, and

(b) a security or class of securities, including a put, call option or other right or obligation to purchase or sell securities of a reporting issuer, must be reported as prescribed in the regulations.

 Insider reports

87  (1)  In this section, "reporting issuer" does not include a mutual fund.

(2)  A person who is an insider of a reporting issuer must, within a prescribed period of time after becoming an insider, file an insider report in the required form effective the date on which the person became an insider, disclosing

(a) any direct or indirect beneficial ownership of, or control or direction over, securities of the reporting issuer, and

(b) any interest in a transaction involving a related financial instrument if the person continues to have rights or obligations associated with the related financial instrument, or the transaction, after the date the person became an insider.

(3)  A person who is an insider of a reporting issuer is not required to file an insider report under subsection (2) if, at the time the person became an insider of the reporting issuer, the person did not have

(a) direct or indirect beneficial ownership of, or control or direction over, securities of the reporting issuer, or

(b) any rights or obligations associated with a related financial instrument or a transaction involving a related financial instrument.

(4)  Under subsection (3), a person is deemed to have filed an insider report for the purposes of subsection (5).

(5)  If, while a person is an insider of a reporting issuer,

(a) the person enters into a transaction involving a security of the reporting issuer or, for any other reason, the person's direct or indirect beneficial ownership of, or control or direction over, securities of the reporting issuer changes from that shown or required to be shown in the latest insider report filed by the person, or

(b) the person enters into a transaction involving a related financial instrument,

the person must, within the prescribed period, file an insider report in the required form.

(6)  If a director or senior officer

(a) of an issuer is deemed under section 2 (2) to have been an insider of a reporting issuer, or

(b) of a reporting issuer is deemed under section 2 (3) to have been an insider of another reporting issuer,

then, within a prescribed period of time after the date on which that deeming occurs, the director or senior officer must file the insider reports referred to in subsections (2) and (5), for the period for which the director or senior officer is deemed to have been an insider.

 Temporary insider filing requirement

87.1  (1)  A person who is an insider of a reporting issuer must, on or before a prescribed date, file an insider report in the required form disclosing any transaction involving a related financial instrument that the person entered into at any time while the person was an insider of the reporting issuer.

(2)  Subsection (1) does not apply if

(a) the transaction has been previously disclosed in an insider report filed under this Act, or

(b) the person no longer has rights or obligations associated with the related financial instrument or the transaction.

Order relieving reporting issuer

88   If the commission considers that it would not be prejudicial to the public interest to do so, it may, on the application of a reporting issuer, order that the reporting issuer is deemed to have ceased to be a reporting issuer.

Halt trading order

89   (1) If

(a) the commission or the executive director

(i) considers that there are unexplained and unusual fluctuations in the volume of trading in, or market price of, a security or exchange contract,

(ii) becomes aware of information, other than information filed under this Act, that when disclosed to the public may cause or is likely to cause unusual fluctuations in the volume of trading in, or market price of, a security or exchange contract,

(iii) considers that there may have been a material change in the business or operations of an issuer that, when disclosed, could significantly affect the market price of a security issued by it, or

(iv) considers that circumstances exist or are about to occur that could result in other than an orderly trading of a security or exchange contract, and

(b) the commission or the executive director considers it to be in the public interest,

the commission or executive director may, without providing an opportunity to be heard, order that all trading in that security or exchange contract be halted for a specified period not longer than 15 business days.

(2) Notice of every order made under subsection (1) must be sent immediately to the issuer whose securities are affected by it.

(3) If

(a) a security affected by an order made under subsection (1) is listed and posted for trading on an exchange in British Columbia, or

(b) an exchange contract affected by an order made under subsection (1) is traded on an exchange in British Columbia,

the commission or executive director must immediately send written notice of the order to the exchange, and the order becomes effective, for all purposes and in respect of all persons, as soon as the exchange receives the notice.

(4) If the commission or the executive director considers it necessary and in the public interest, the commission or executive director may, after providing the issuer whose securities are affected by it with an opportunity to be heard, make an order extending the order made under subsection (1) until a hearing is held and a decision is rendered.

 Personal information form

90  The commission or the executive director may require the directors, officers, promoters or control persons of an issuer or a class of issuers, within the time the commission or executive director specifies, to file personal information in the required form.

 Definitions

92  (1)  In this Part:

"equity security" means any security of an issuer that carries a residual right to participate in the earnings of the issuer and, on the liquidation or winding up of the issuer, in its assets;

"formal bid" means

(a) a take over bid or an issuer bid to which section 105 applies, or

(b) a take over bid that is exempted from sections 105 to 110 or an issuer bid that is exempted from sections 105 to 108 and 110

(i)  by reason of an exemption under section 98 (1) (a) or 99 (e), if the offeror is required to deliver to every holder in British Columbia of securities subject to the bid a disclosure document of the type contemplated by section 132 (12), or

(ii)  by reason of an exemption under section 98 (1) (e) or 99 (h), if the offeror is required to deliver disclosure material relating to the bid to holders of the class of securities subject to the bid;

"issuer bid" means an offer to acquire or redeem securities of an issuer made by the issuer to any person who is in British Columbia or to any holder in British Columbia of securities of the issuer and includes a purchase, redemption or other acquisition of securities of the issuer by the issuer from any such person, but does not include an offer to acquire or redeem debt securities that are not convertible into securities other than debt securities;

"offer to acquire" includes

(a) an offer to purchase, or a solicitation of an offer to sell, securities, or

(b) an acceptance of an offer to sell securities, whether or not such offer to sell has been solicited,

or any combination thereof, and the person accepting an offer to sell is deemed to be making an offer to acquire to the person that made the offer to sell;

"offeree issuer" means an issuer whose securities are the subject of a take over bid, an issuer bid or an offer to acquire;

"offeror" means a person who makes a take over bid, issuer bid or offer to acquire and, for the purposes of section 111, includes a person who acquires a security, whether or not by way of a take over bid, issuer bid or offer to acquire;

"offeror's securities" means securities of an offeree issuer beneficially owned, or over which control or direction is exercised, on the date of an offer to acquire, by an offeror or any person acting jointly or in concert with the offeror;

"published market" means, as to any class of securities, any market on which the securities are traded, if the prices at which they have been traded on that market are regularly published in a newspaper or business or financial publication of general and regular paid circulation;

"take over bid" means an offer to acquire outstanding voting or equity securities of a class made to any person who is in British Columbia or to any holder in British Columbia of securities subject to the offer to acquire, if the securities subject to the offer to acquire, together with the offeror's securities, constitute in aggregate 20% or more of the outstanding securities of that class of securities at the date of the offer to acquire.

(2)  In sections 114 and 115, "interested person" means

(a) an offeree issuer,

(b) a security holder, director or officer of an offeree issuer,

(c) an offeror,

(d) the executive director, and

(e) any person not referred to in paragraphs (a) to (d) who, in the opinion of the commission or the Supreme Court, as the case may be, is a proper person to make an application under section 114 or 115.

 Computation of time and expiry of bid

93  For the purposes of this Part,

(a) a period of days is to be computed as

(i)  beginning on the day next following the event that began the period, and

(ii)  ending at midnight on the last day of the period,

except that if the last day of the period does not fall on a business day, the period ends at midnight on the next business day, and

(b) a take over bid or an issuer bid expires at the later of

(i)  the end of the period, including any extension, during which securities may be deposited pursuant to the bid, and

(ii)  the time at which the offeror becomes obligated by the terms of the bid to take up or reject securities deposited under the bid.

 Convertible securities

94  For the purposes of this Part,

(a) a security is deemed to be convertible into a security of another class

(i)  if, whether or not on conditions, it is or may be convertible into or exchangeable for a security of the other class, whether of the same or another issuer, or

(ii)  if it carries the right or obligation to acquire a security of the other class, whether of the same or another issuer, and

(b) a security that is convertible into a security of another class is deemed to be convertible into a security or securities of each class into which the second mentioned security may be converted, either directly or through securities of one or more other classes of securities that are themselves convertible.

 Deemed beneficial ownership

95  (1)  For the purposes of this Part, in determining the beneficial ownership of securities of an offeror or of any person acting jointly or in concert with the offeror, at any given date, the offeror or the person is deemed to have acquired and be the beneficial owner of a security, including an unissued security, if the offeror or the person

(a) is the beneficial owner of any security convertible within 60 days following such date into the security, or

(b) has the right or obligation, whether or not on conditions, to acquire within 60 days following such date beneficial ownership of the security, whether through the exercise of an option, warrant, right or subscription privilege or otherwise.

(2)  If 2 or more offerors acting jointly or in concert make one or more offers to acquire securities of a class, the securities subject to any such offer or offers to acquire are deemed to be securities subject to the offer to acquire of each such offeror for the purpose of determining whether any such offeror is making a take over bid.

(3)  If an offeror or any person acting jointly or in concert with the offeror is deemed by subsection (1) to be the beneficial owner of unissued securities, the securities are deemed to be outstanding for the purpose of calculating the number of outstanding securities of that class in respect of that offeror's offer to acquire.

 Acting jointly or in concert

96  (1)  For the purposes of this Part, it is a question of fact as to whether a person is acting jointly or in concert with an offeror and, without limiting the generality of this, the following are presumed to be acting jointly or in concert with an offeror:

(a) every person who, as a result of any agreement, commitment or understanding, whether formal or informal, with the offeror or with any other person acting jointly or in concert with the offeror, acquires or offers to acquire securities of the issuer of the same class as those subject to the offer to acquire;

(b) every person who, as a result of any agreement, commitment or understanding, whether formal or informal, with the offeror or with any other person acting jointly or in concert with the offeror, intends to exercise jointly or in concert with the offeror or with any other person acting jointly or in concert with the offeror any voting rights attaching to any securities of the offeree issuer;

(c) every associate or affiliate of the offeror.

(2)  Despite subsection (1), a registered dealer acting solely in an agency capacity for the offeror in connection with a take over bid or an issuer bid and not executing principal transactions for the registered dealer's own account in the class of securities subject to the offer to acquire or performing services beyond customary dealer's functions is not to be presumed solely by reason of such agency relationship to be acting jointly or in concert with the offeror in connection with the bid.

 Application to direct and indirect offers

97  For the purposes of this Part, a reference to an offer to acquire or to the acquisition or ownership of securities or to control or direction over securities is to be construed to include a direct or indirect offer to acquire or the direct or indirect acquisition or ownership of securities, or the direct or indirect control or direction over securities, as the case may be.

 Exempt take over bids

98  (1)  Subject to the regulations, a take over bid is exempt from sections 105 to 110 if any of the following apply:

(a) the bid is made through the facilities of an exchange recognized by the commission for the purposes of this paragraph;

(b) the bid meets all the following conditions:

(i)  the bid is for not more than 5% of the outstanding securities of a class of securities of the issuer;

(ii)  the aggregate number of securities acquired by the offeror and any person acting jointly or in concert with the offeror within any period of 12 months in reliance on the exemption provided by this paragraph does not, when aggregated with acquisitions otherwise made by the offeror and any person acting jointly or in concert with the offeror within the same 12 month period, constitute in excess of 5% of the outstanding securities of that class of the issuer at the beginning of the 12 month period;

(iii)  if there is a published market for the securities acquired, the value of the consideration paid for any of the securities acquired is not in excess of the market price at the date of acquisition, determined in accordance with the regulations, plus reasonable brokerage fees or commissions actually paid;

(c) the bid meets all of the following conditions:

(i)  purchases are made from not more than 5 persons in aggregate, including persons outside British Columbia;

(ii)  the bid is not made generally to security holders of the class of securities that is the subject of the bid;

(iii)  the value of the consideration paid for any of the securities, including brokerage fees or commissions, is not greater than 115% of the market price of securities of that class at the date of the bid, determined in accordance with the regulations;

(d) the bid meets all the following conditions:

(i)  the offeree issuer is not a reporting issuer;

(ii)  there is not a published market in respect of the securities that are the subject of the bid;

(iii)  the number of holders of securities of that class is not more than 50, exclusive of holders who

(A)  are in the employment of the offeree issuer or an affiliate of the offeree issuer, or

(B)  were formerly in the employment of the offeree issuer or an affiliate of the offeree issuer and who while in that employment were, and have continued after that employment to be, security holders of the offeree issuer;

(e) the bid meets all of the following conditions:

(i)  the number of holders in British Columbia of securities of the class subject to the bid is fewer than 50;

(ii)  the securities held by such holders constitute, in aggregate, less than 2% of the outstanding securities of that class;

(iii)  the bid is made in compliance with the laws of a jurisdiction that is recognized for the purposes of this subparagraph by the commission;

(iv)  all material relating to the bid that is sent by the offeror to holders of securities of the class that is subject to the bid is concurrently sent to all holders in British Columbia of such securities and is filed;

(f) the bid is exempted by the regulations.

(2)  For the purposes of subsection (1) (c),

(a) if an offeror makes an offer to acquire securities from a person and the offeror knows or ought to know after reasonable enquiry that one or more other persons on whose behalf that person is acting as nominee, agent, trustee, executor, administrator or other legal representative has a direct beneficial interest in those securities, then each of such others are to be included in the determination of the number of persons to whom the offer to acquire has been made, but if

(i)  an inter vivos trust has been established by a single settlor, or

(ii)  an estate has not vested in all persons beneficially entitled to it,

the trust or estate is to be considered a single security holder in such determination, or

(b) if an offeror makes an offer to acquire securities from a person and the offeror knows or ought to know after reasonable enquiry that the person acquired the securities in order that the offeror might make use of the exemption provided by subsection (1) (c), then each person from whom those securities were acquired are to be included in the determination of the number of persons to whom the offer to acquire has been made.

 Exempt issuer bids

99  Subject to the regulations, an issuer bid is exempt from sections 105 to 108 and 110 if any of the following apply:

(a) the securities are purchased, redeemed or otherwise acquired in accordance with terms and conditions attaching to them that permit the purchase, redemption or acquisition of the securities by the issuer without the prior agreement of the owners of the securities, or the securities are acquired to meet sinking fund or purchase fund requirements;

(b) the purchase, redemption or other acquisition is required by the instrument creating or governing the class of securities or by the statute under which the issuer was incorporated, organized or continued;

(c) the securities carry with them or are accompanied by a right of the owner of the securities to require the issuer to redeem or repurchase the securities and the securities are acquired pursuant to the exercise of the right;

(d) the securities are acquired from a current or former employee of the issuer or of an affiliate of the issuer, and if there is a published market in respect of the securities,

(i)  the value of the consideration paid for any of the securities acquired is not greater than the market price of the securities at the date of the acquisition, determined in accordance with the regulations, and

(ii)  the aggregate number or, in the case of convertible debt securities, the aggregate principal amount of securities acquired by the issuer within a period of 12 months in reliance on the exemption provided by this paragraph is not greater than 5% of the securities of that class issued and outstanding at the beginning of the period;

(e) the bid is made through the facilities of an exchange recognized by the commission for the purpose of this paragraph;

(f) following the publication of a notice of intention in the required form and in the manner prescribed by the regulations, the issuer purchases securities in the normal course in the open market, including through the facilities of an exchange, if the aggregate number, or, in the case of convertible debt securities, the aggregate principal amount, of securities acquired by the issuer within a period of 12 months in reliance on the exemption provided by this paragraph is not greater than 5% of the securities of that class issued and outstanding at the beginning of the period;

(g) the bid meets all the following conditions:

(i)  the issuer is not a reporting issuer;

(ii)  there is not a published market in respect of the securities that are the subject of the bid;

(iii)  the number of holders of securities of the issuer is not more than 50, exclusive of holders who

(A)  are in the employment of the issuer or an affiliate of the issuer, or

(B)  were formerly in the employment of the issuer or an affiliate of the issuer and who while in that employment were, and have continued after the employment to be, security holders of the issuer;

(h) the bid meets all of the following conditions:

(i)  the number of holders in British Columbia of securities of the class subject to the bid is fewer than 50;

(ii)  the securities held by such holders constitute, in aggregate, less than 2% of the outstanding securities of that class;

(iii)  the bid is made in compliance with the laws of a jurisdiction that is recognized for the purposes of this subparagraph by the commission;

(iv)  all material relating to the bid that is sent by the offeror to holders of securities of the class that is subject to the bid is concurrently sent to all holders in British Columbia of such securities and is filed;

(i) the bid is exempted by the regulations.

 Exchange requirements must be met

100  A bid that is made in reliance on any exemption in section 98 or 99 through the facilities of an exchange must be made in accordance with the bylaws, rules and other regulatory instruments or policies of the exchange.

 Restrictions on acquisitions during take over bid

101  (1)  In this Division, "offeror" means

(a) an offeror making a formal bid other than a bid referred to in section 98 (1) (e) or 99 (h),

(b) a person acting jointly or in concert with an offeror referred to in paragraph (a), or

(c) a control person of an offeror referred to in paragraph (a) or an associate or affiliate of such control person.

(2)  An offeror must not offer to acquire or make, or enter into, an agreement, commitment or understanding to acquire beneficial ownership of any securities of the class that are subject to a take over bid otherwise than pursuant to the bid on and from the day of the announcement of the offeror's intention to make the bid until its expiry.

(3)  Despite subsection (2), an offeror making a take over bid may purchase, through the facilities of an exchange recognized by the commission for the purpose of section 98 (1) (a), securities of the class that are subject to the bid and securities convertible into securities of that class beginning on the third business day following the date of the bid until the expiry of the bid if

(a) the intention to make such purchases is stated in the take over bid circular,

(b) the aggregate number of securities acquired under this subsection does not constitute in excess of 5% of the outstanding securities of that class as at the date of the bid, and

(c) the offeror issues and files a press release immediately after the close of business of the exchange on each day on which securities have been purchased under this subsection disclosing the information prescribed by the regulations.

 Restrictions on acquisitions during issuer bid

102  An offeror making an issuer bid must not offer to acquire, or make or enter into any agreement, commitment or understanding to acquire, beneficial ownership of any securities of the class that are subject to the bid otherwise than pursuant to the bid on and from the day of the announcement of the offeror's intention to make the bid until the bid's expiry, but this section does not apply so as to prevent the offeror from purchasing, redeeming or otherwise acquiring any such securities during such period in reliance on an exemption under section 99 (a), (b) or (c).

 Restrictions on pre-bid and post-bid acquisitions

103  (1)  If a take over bid that is a formal bid is made by an offeror and, within the period of 90 days immediately preceding the bid, the offeror acquired beneficial ownership of securities of the class subject to the bid pursuant to a transaction not generally available on identical terms to holders of that class of securities,

(a) the offeror must offer

(i)  consideration for securities deposited under the bid at least equal to and in the same form as the highest consideration that was paid on a per security basis under any of such prior transactions, or

(ii)  at least the cash equivalent of such consideration, and

(b) the offeror must offer to acquire under the bid that percentage of securities of the class subject to the bid that is at least equal to the highest percentage that the number of securities acquired from a seller in such a prior transaction was of the total number of securities of that class beneficially owned by such seller at the time of the prior transaction.

(2)  During the period beginning with the expiry of a take over bid that is a formal bid and ending at the end of the 20th business day after that, whether or not any securities are taken up under the bid, an offeror must not acquire beneficial ownership of securities of the class that was subject to the bid except by way of a transaction that is generally available to holders of that class of securities on terms identical to those under the bid.

(3)  Subsections (1) and (2) do not apply to trades effected in the normal course on a published market, so long as

(a) any broker acting for the purchaser or seller does not perform services beyond the customary broker's function and does not receive more than reasonable fees or commissions,

(b) the purchaser or any person acting for the purchaser does not solicit or arrange for the solicitation of offers to sell securities of the class subject to the bid, and

(c) the seller or any person acting for the seller does not solicit or arrange for the solicitation of offers to buy securities of the class subject to the bid.

 Sales during bid prohibited

104  (1)  Except pursuant to the bid, an offeror must not sell or make or enter into any agreement, commitment or understanding to sell any securities of the class subject to the bid on and from the day of the announcement of the offeror's intention to make the bid until its expiry.

(2)  Despite subsection (1), an offeror may, before the expiry of a bid, make or enter into an arrangement, commitment or understanding to sell securities that may be taken up by the offeror pursuant to the bid, after the expiry of the bid, if the intention to sell is disclosed in the take over bid circular or issuer bid circular, as the case may be.

 General provisions

105  Subject to the regulations, the following requirements apply to every take over bid and issuer bid:

(a) Delivery of bid. — The bid must be made to all holders of securities of the class that is subject to the bid who are in British Columbia, and delivered by the offeror to all holders in British Columbia of securities of that class and of securities that, before the expiry of the bid, are convertible into securities of that class;

(b) Minimum deposit period. — The offeror must allow securities to be deposited pursuant to the bid for at least the prescribed period;

(c) When taking up prohibited. — Securities deposited pursuant to the bid must not be taken up by the offeror until the expiration of the prescribed period;

(d) Withdrawal. – Securities deposited pursuant to the bid may be withdrawn by or on behalf of a depositing security holder

(i)  at any time before the securities have been taken up by the offeror,

(ii)  at any time before the expiration of the prescribed period from the date of a notice of change or variation under section 108, and

(iii)  if the securities have not been paid for by the offeror within the prescribed period after having been taken up;

(e) Exception. — The right of withdrawal conferred by paragraph (d) (ii) does not apply

(i)  if the securities have been taken up by the offeror at the date of the notice,

(ii)  if a variation in the terms of a bid consists solely of an increase in the consideration offered for the securities subject to the bid and the time for deposit is not extended for a period greater than that required by section 108 (5), or

(iii)  in the circumstances described in section 108 (6);

(f) Notice of withdrawal. — Notice of withdrawal of any securities under paragraph (d) must be made by or on behalf of the depositing security holder by a method that provides the depository designated under the bid with a written or printed copy and, to be effective, the notice must be actually received by the depository and, if notice is given in accordance with this paragraph, the offeror must return the securities to the depositing security holder;

(g) Pro rata take up. — If the bid is made for less than all of the class of securities subject to the bid and if a greater number of securities is deposited pursuant to the bid than the offeror is bound or willing to acquire under the bid, the securities must be taken up and paid for by the offeror, as nearly as may be pro rata, disregarding fractions, according to the number of securities deposited by each depositing security holder;

(h) Effect of market purchases. — If an offeror purchases securities as permitted by section 101 (3), the securities so purchased must be counted in the determination of whether a condition as to the minimum number of securities to be deposited in the bid has been fulfilled, but must not reduce the number of securities the offeror is bound under the bid to take up;

(i) When securities must be taken up and paid for. — Subject to paragraphs (j) and (k), the offeror must take up and pay for securities deposited under the bid, if all the terms and conditions of the bid have been complied with or waived, not later than the prescribed period after the expiry of the bid;

(j) Further regarding when securities must be taken up and paid for. — Any securities that are taken up by the offeror under the bid must be paid for by the offeror as soon as possible, and in any event not later than the prescribed period, after the taking up of the securities;

(k) Further regarding when securities must be taken up and paid for. — Any securities deposited pursuant to the bid subsequent to the date on which the offeror first takes up securities deposited under the bid must be taken up and paid for by the offeror not later than the prescribed period after the deposit of the securities;

(l) Extension restricted. — A bid may not be extended by the offeror, if all the terms and conditions of the bid have been complied with except those waived by the offeror, unless the offeror first takes up all securities deposited under the bid and not withdrawn;

(l.1) Further regarding bid extensions. — Despite paragraph (l), if the offeror waives any terms or conditions of a bid and extends the bid in circumstances where the rights of withdrawal conferred by paragraph (d) (ii) are applicable, the bid must be extended without the offeror first taking up the securities which are subject to those rights of withdrawal;

(m) Press release. — If all the terms and conditions of the bid have been complied with or waived, the offeror must immediately issue a notice by press release to that effect, which press release must disclose the approximate number of securities deposited and the approximate number that will be taken up.

 Financing of bid

106  If a take over bid or issuer bid provides that the consideration for the securities deposited pursuant to the bid is to be paid in cash or partly in cash, the offeror must make adequate arrangements before the bid to ensure that the required funds are available to make full payment for all securities that the offeror has offered to acquire.

 Consideration in bids

107  (1)  Subject to the regulations, if a take over bid or issuer bid is made, all holders of the same class of securities must be offered identical consideration.

(2)  If an offeror makes or intends to make a take over bid or issuer bid, the offeror or any person acting jointly or in concert with the offeror must not enter into any collateral agreement, commitment or understanding with any holder or beneficial owner of securities of the offeree issuer that has the effect of providing to the holder or owner a consideration of greater value than that offered to the other holders of the same class of securities.

(3)  If a variation in the terms of the take over bid or issuer bid before the expiry of the bid increases the value of the consideration offered for the securities subject to the bid, the offeror must pay that increased consideration to each person whose securities are taken up pursuant to the bid, whether or not the securities were taken up by the offeror before the variation.

 Offeror's circular

108  (1)  An offeror must deliver, with or as part of a take over bid or issuer bid, a take over bid circular or issuer bid circular, as the case may be.

(2)  If, before the expiry of a take over bid or issuer bid or after the expiry of the bid but before the expiry of all rights to withdraw the relevant securities, a change has occurred in the information contained in a take over bid circular or issuer bid circular or in any notice of change or notice of variation that would reasonably be expected to affect the decision of the holders of the securities of the offeree issuer to accept or reject the bid, a notice of the change must be delivered to every person to whom the circular was required to be delivered and whose securities were not taken up at the date of the occurrence of the change.

(3)  Subsection (2) does not apply to a change that is not within the control of the offeror or of an affiliate of the offeror unless it is a change in a material fact relating to the securities being offered in exchange for securities of the offeree issuer.

(4)  If there is a variation in the terms of a take over bid or issuer bid, including any extension of the period during which securities may be deposited under the bid, and whether or not the variation results from the exercise of any right contained in the bid, a notice of the variation must be delivered to every person to whom the take over bid circular or issuer bid circular was required to be delivered and whose securities were not taken up at the date of the variation.

(5)  Subject to subsection (6), if there is a variation in the terms of a take over bid or issuer bid, the period during which securities may be deposited pursuant to the bid must not expire before the prescribed period after the notice of variation has been delivered.

(6)  Subsection (5) does not apply to a variation in the terms of a bid consisting solely of the waiver of a condition in the bid where the consideration offered for the securities that are subject to the bid consists solely of cash.

(7)  A take over bid circular and an issuer bid circular must be in the required form.

(8)  A notice of change and a notice of variation must contain the information required by this Part and the regulations.

 Directors' circular

109  (1)  If a take over bid has been made, a directors' circular must be prepared and delivered by the board of directors of an offeree issuer to every person to whom a take over bid must be delivered under section 105 (a), not later than the prescribed period after the date of the bid.

(2)  The board of directors must include in a directors' circular either

(a) a recommendation to accept or to reject a take over bid and the reasons for their recommendation, or

(b) a statement that they are unable to make or are not making a recommendation and, if no recommendation is made, the reasons for not making a recommendation.

(3)  An individual director or officer may recommend acceptance or rejection of a take over bid if the director or officer delivers with the recommendation a circular prepared in accordance with the regulations.

(4)  If a board of directors is considering recommending acceptance or rejection of a take over bid, it

(a) must, at the time of sending or delivering a directors' circular, advise the security holders of this fact, and

(b) may advise them not to tender their securities until further communication is received from the directors.

(5)  If subsection (4) applies, the board of directors must deliver the recommendation or the decision not to make a recommendation at least the prescribed number of days before the scheduled expiry of the period during which securities may be deposited under the bid.

(6)  If, before the expiry of a take over bid or after the expiry of the bid but before the expiry of all rights to withdraw the securities that have been deposited under the bid,

(a) a change has occurred in the information contained in a directors' circular or in any notice of change to a directors' circular that would reasonably be expected to affect the decision of the holders of the securities to accept or reject the bid, the board of directors of the offeree issuer must immediately deliver a notice of the change to every person to whom the circular was required to be sent disclosing the nature and substance of the change, or

(b) a change has occurred in the information contained in an individual director's or officer's circular or any notice of change to it that would reasonably be expected to affect the decision of the holders of the securities to accept or reject the bid, other than a change that is not within the control of the individual director or officer, as the case may be, that individual director or officer must immediately deliver a notice of change in relation to it to the board of directors.

(7)  If an individual director or officer submits a circular under subsection (3) or a notice of change under subsection (6) (b) to the board of directors, the board, at the offeree issuer's expense, must deliver a copy of the circular or notice to the persons referred to in subsection (1).

(8)  A directors' circular and a director's or officer's circular must be in the required form.

(9)  A notice of change must contain the information required by this Part and the regulations.

 Commencement of bid and delivery

110  (1)  A take over bid may be commenced in accordance with either subsection (2) or (7).

(2)  A take over bid may, and an issuer bid must, be commenced by delivering the bid to the holders of securities referred to in section 105 (a) in accordance with subsection (6) of this section.

(3)  If a bid is commenced under subsection (2), the bid must be filed and, in the case of a take over bid, delivered to the offeree issuer's principal office, on the day the bid is delivered under subsection (2) or as soon as practicable after that.

(4)  A notice of change or variation in respect of a bid must be filed and, in the case of a take over bid, delivered to the offeree issuer's principal office, on the day the notice of change or variation is delivered to holders of securities of the offeree issuer or as soon as practicable after that.

(5)  Every directors' circular and every individual director's or officer's circular or any notice of change in relation to it that is delivered to holders of securities of an offeree issuer must be filed, and must be delivered to the offeror's principal office, on the day the directors' circular or individual director's or officer's circular or the notice of change is delivered to the holders of securities of the offeree issuer, or as soon as practicable after that.

(6)  A take over bid or issuer bid, a take over bid circular, an issuer bid circular, a directors' circular, an individual director's or officer's circular and every notice of change or variation in the bid or circular must be

(a) mailed by prepaid first class mail to the intended recipient, or

(b) delivered to the intended recipient by personal delivery or in such other manner as the executive director may approve,

and any bid, circular or notice so mailed or delivered is deemed to have been delivered and, subject to subsections (8) and (9), is deemed conclusively for the purposes of this Part and the regulations to have been dated as of the date on which it was so mailed or delivered to all or substantially all of the persons entitled to receive it.

(7)  An offeror may commence a take over bid by publishing an advertisement containing a brief summary of the bid in at least one major daily newspaper of general and regular paid circulation in British Columbia, or by disseminating the advertisement in a prescribed manner, if

(a) concurrently with, or before, the earlier of the date of first publication or first dissemination of the advertisement, the offeror, or a person acting on its behalf, files and delivers the bid to the offeree issuer's principal office and files the advertisement,

(b) concurrently with, or before, the earlier of the date of first publication or first dissemination of the advertisement, the offeror, or a person acting on its behalf, requests from the offeree issuer a list of the holders of securities referred to in section 105 (a), and

(c) not later than the prescribed period after the offeror's receipt of the list of the holders of securities referred to in section 105 (a), the bid is delivered to those holders of securities in accordance with subsection (6) of this section.

(8)  If a take over bid is commenced in accordance with subsection (7), the bid is deemed conclusively for the purposes of this Part and the regulations to have been dated as of the earlier of the date of first publication or first dissemination of the advertisement referred to in subsection (7).

(9)  If a take over bid has been advertised in accordance with subsection (7), and the offeror, or a person acting on its behalf, has complied with paragraphs (a) and (b) of that subsection but has not yet delivered the bid under paragraph (c) of that subsection, a change or variation to it that is advertised in at least one major daily newspaper of general and regular paid circulation in British Columbia, or disseminated in a manner prescribed under subsection (7), is deemed conclusively for the purposes of this Part and the regulations to have been dated as of the earlier of the date of first publication or first dissemination of the advertisement if

(a) the advertisement contains a brief summary of the change or variation,

(b) concurrently with, or before, the earlier of the date of first publication or first dissemination of the advertisement, the offeror, or a person acting on its behalf, files and delivers the notice of change or variation to the offeree issuer's principal office and files the advertisement, and

(c) the offeror, or a person acting on its behalf, subsequently delivers the bid, and delivers the notice of change or variation, in accordance with subsection (6) and before the expiration of the period prescribed under subsection (7) (c).

(10)  If an offeror, or a person acting on its behalf, satisfies the requirements of subsection (9), the notice of change or variation is not required to be filed and delivered under subsection (4).

 Reports of acquisitions

111  (1)  Every offeror that, except pursuant to a formal bid, acquires beneficial ownership of, or the power to exercise control or direction over, or securities convertible into, voting or equity securities of any class of a reporting issuer that, together with such offeror's securities of that class, would constitute 10% or more of the outstanding securities of that class,

(a) must immediately issue and file a press release containing the information prescribed by the regulations, and

(b) must, within 2 business days, file a report containing the same information as is contained in the press release issued under paragraph (a).

(2)  If an offeror is required to file a report under subsection (1) or a further report under this subsection and the offeror or any person acting jointly or in concert with the offeror acquires beneficial ownership of, or the power to exercise control or direction over, or securities convertible into, an additional 2% or more of the outstanding securities of the class or there is a change in any other material fact in such a report, the offeror,

(a) must immediately issue and file a press release containing the information prescribed by the regulations, and

(b) must, within 2 business days, file a report containing the same information as is contained in the press release issued under paragraph (a).

(3)  During the period beginning on the occurrence of an event in respect of which a report or further report is required to be filed under this section and ending on the expiry of one business day after the date that the report or further report is filed, the offeror or any person acting jointly or in concert with the offeror must not acquire or offer to acquire beneficial ownership of any securities of the class in respect of which the report or further report is required to be filed or any securities convertible into securities of that class.

(4)  Subsection (3) does not apply to an offeror that is the beneficial owner of, or has the power to exercise control or direction over, securities that, together with such offeror's securities of that class, constitute 20% or more of the outstanding securities of that class.

 Acquisitions during bid by other offeror

112  (1)  If, after a formal bid has been made for voting or equity securities of an offeree issuer that is a reporting issuer and before the expiry of the bid, an offeror, other than the person making the bid, acquires beneficial ownership of, or the power to exercise control or direction over, securities of the class subject to the bid which, when added to such offeror's securities of that class, constitute 5% or more of the outstanding securities of that class, the offeror must

(a) not later than the opening of trading on the next business day, issue a press release containing the information prescribed by the regulations, and

(b) immediately file a copy of the press release.

(2)  If an offeror that has filed or is required to file a press release under subsection (1) or a further press release under this subsection or any person acting jointly or in concert with the offeror acquires beneficial ownership of, or control or direction over, securities of the class subject to the bid which, when added to the securities of that class acquired after the filing of the press release by the offeror and any person acting jointly or in concert with the offeror, aggregates an additional 2% or more of the class of outstanding securities, the offeror must

(a) not later than the opening of trading on the next business day, issue a further press release containing the information prescribed by the regulations, and

(b) immediately file a copy of the press release.

 Duplicate reports not required

113  If the facts required to be reported or in respect of which a press release is required to be filed under sections 111 and 112 are identical, a report or press release is required only under the provision requiring the earlier report or press release, as the case may be.

 Delivery to offeree issuer

110  (1)  A take over bid and any notice of change or variation must be filed and must be delivered to the offeree issuer at the principal office of the offeree issuer and an issuer bid and any notice of change or variation must be filed on the day such bid or notice is delivered to holders of securities of the offeree issuer, or as soon as practicable after that.

(2)  Every directors' circular and every individual director's or officer's circular or any notice of change in relation to it that is delivered to security holders of an offeree issuer must be filed and must be delivered to the offeror at the principal office of the offeror on the day the directors' circular or individual director's or officer's circular or the notice of change is delivered to the holders of securities of the offeree issuer, or as soon as practicable after that.

(3)  A take over bid or issuer bid, a take over bid circular, an issuer bid circular, a directors' circular, an individual director's or officer's circular and every notice of change or variation in any such bid or circular must be

(a) mailed by prepaid first class mail to the intended recipient, or

(b) delivered to the intended recipient by personal delivery or in such other manner as the executive director may approve.

(4)  Any bid, circular or notice mailed or delivered in accordance with subsection (3) is deemed to have been delivered and is deemed conclusively for the purposes of sections 105, 108 and 109 and this section to have been dated as of the date on which it was mailed or delivered in accordance with subsection (3) to all or substantially all of the persons entitled to receive it.

 Applications to the commission

114  (1)  If the commission considers that a person has not complied or is not complying with this Part or the regulations related to this Part, the commission may make an order,

(a) restraining the distribution of any record used or issued in connection with a take over bid or issuer bid,

(b) requiring an amendment to or variation of any record used or issued in connection with a take over bid or issuer bid and requiring the distribution of any amended, varied or corrected record, and

(c) directing any person to comply with this Part or the regulations related to this Part or restraining any person from contravening this Part or the regulations related to this Part and directing the directors and senior officers of the person to cause the person to comply with or to cease contravening this Part or the regulations related to this Part.

(2)  If the commission considers that to do so would not be prejudicial to the public interest, the commission may

(a) decide for the purposes of section 107 (2)

(i)  that an agreement, commitment or understanding with a selling security holder is made for reasons other than to increase the value of the consideration paid to the selling security holder for the securities of the selling security holder, and

(ii)  that the agreement, commitment or understanding may be entered into despite that subsection,

(b) vary any time period set out in this Part and the regulations related to this Part, and

(c) order that a person or class of persons is exempt from one or more of the requirements of this Part or the regulations related to this Part.

(3)  An order under subsection (1) or (2) may be made on application by an interested person or on the commission's own motion.

Applications to the commission

114   (1) On application by an interested person, if the commission considers that a person has not complied or is not complying with a requirement under this Part, the commission may make an order

(a) restraining the distribution of any record used or issued in connection with a take over bid or an issuer bid,

(b) requiring an amendment to or variation of any record used or issued in connection with a take over bid or an issuer bid and requiring the distribution of amended, varied or corrected information,

(c) directing any person to comply with a requirement under this Part,

(d) restraining any person from contravening a requirement under this Part, or

(e) directing the directors and officers of any person to cause the person to comply with or to cease contravening a requirement under this Part.

(2) On application by an interested person or on the commission's own motion, the commission may order that a person is exempt from any requirement under this Part or the regulations relating to this Part if the commission considers that it would not be prejudicial to the public interest to do so.

 Applications to the Supreme Court

115  (1)  An interested person may apply to the Supreme Court for an order under this section.

(2)  On an application under subsection (1), if the Supreme Court is satisfied that a person has not complied with this Part or the regulations related to this Part, the Supreme Court may make such interim or final order as the Supreme Court thinks fit including, without limiting the generality of this,

(a) an order compensating any interested person who is a party to the application for damages suffered as a result of a contravention of this Part or the regulations related to this Part,

(b) an order rescinding a transaction with any interested person, including the issue of a security or a purchase and sale of a security,

(c) an order requiring any person to dispose of any securities acquired pursuant to or in connection with a take over bid or an issuer bid,

(d) an order prohibiting any person from exercising any or all of the voting rights attaching to any securities, and

(e) an order requiring the trial of an issue.

 Solicitation of proxies

117  (1)  If the management of a reporting issuer gives or intends to give notice of a meeting to its security holders, the management must, in accordance with the regulations, at the same time as or before giving that notice, send to each security holder who is entitled to notice of the meeting a required form of proxy for use at the meeting.

(2)  A person must not solicit proxies from security holders unless,

(a) in the case of a solicitation by or on behalf of the management of a reporting issuer, the management sends to each security holder whose proxy is solicited an information circular in the required form as an appendix to the notice of the meeting or as a separate document accompanying the notice, or

(b) in the case of any other solicitation, the person soliciting the proxies, concurrently with or before the solicitation, sends an information circular in the required form to each security holder whose proxy is solicited.

(3)  Subsection (2) does not apply to a solicitation

(a) if the total number of security holders whose proxies are solicited is not more than 15, unless the solicitation is made by or on behalf of the management of a reporting issuer,

(b) prescribed by regulation, or

(c) by a person in respect of securities of which the person is the beneficial owner.

(4)  For the purposes of subsection (3) (a), 2 or more persons who are joint registered owners of one or more securities are to be considered one security holder.

 Definitions and interpretation

120  (1)  In this Part:

"investment" means a purchase of a security, a trade in an exchange contract, or a loan or advance to a person, but does not include a loan or advance that

(a) is made by a mutual fund, its mutual fund manager or its mutual fund distributor, and

(b) is merely ancillary to the main business of the mutual fund, its mutual fund manager or its mutual fund distributor;

"mutual fund" means a mutual fund in British Columbia;

"person responsible for the management of a mutual fund" includes a person who has a legal power or right to control, or who is in fact able to control, a mutual fund;

"related mutual funds" includes more than one mutual fund under common management;

"related person" means, in relation to a mutual fund, a person in whom the mutual fund, its mutual fund manager or its mutual fund distributor are prohibited by this Part from making an investment;

"responsible person" means

(a) a person responsible for the management of a mutual fund or its portfolio or advising the mutual fund with respect to its portfolio and every individual who is a partner, director or officer of that person,

(b) a related mutual fund,

(c) every associate or affiliate of a person that is a responsible person,

(d) every individual who is a partner, director or officer of an associate or affiliate of a person who, in relation to a mutual fund, is a responsible person, if the individual

(i)  participates in the formulation of investment decisions made on behalf of the mutual fund, or

(ii)  before implementation of investment decisions made on behalf of the mutual fund, has access to those decisions or to advice given to the mutual fund relating to those decisions, and

(e) every individual who is an employee of a person who, in relation to a mutual fund, is a responsible person, if the individual

(i)  participates in the formulation of investment decisions made on behalf of the mutual fund, or

(ii)  before implementation of investment decisions made on behalf of the mutual fund, has access to those decisions or to advice given to the mutual fund relating to those decisions.

(2)  For the purposes of this Part,

(a) an issuer in which

(i)  a mutual fund holds voting securities carrying more than 10% of the voting rights attached to all outstanding voting securities of the issuer, or

(ii)  a mutual fund and related mutual funds hold voting securities carrying more than 20% of the voting rights attached to all outstanding voting securities of the issuer

is a related person of that mutual fund or of each of those mutual funds,

(b) a person or a group of persons has a significant interest in an issuer if, in the case of

(i)  one person, the person owns beneficially, directly or indirectly, more than 10%, or

(ii)  a group of persons, the group owns beneficially, directly or indirectly, individually or collectively, more than 50%,

of the outstanding securities of the issuer, and

(c) a person or a group of persons is a substantial security holder of an issuer if that person or group of persons owns beneficially, directly or indirectly, individually or collectively, voting securities carrying more than 20% of the voting rights attached to all outstanding voting securities of the issuer.

(3)  For the purposes of this Part, if a person or a group of persons owns beneficially, directly or indirectly, voting securities of an issuer, that person or group of persons is deemed to own beneficially a proportion of voting securities of any other issuer that are owned beneficially, directly or indirectly, by the first mentioned issuer, which proportion is equal to the proportion of the voting securities of the first mentioned issuer that are owned beneficially, directly or indirectly, by that person or group of persons.

(4)  For the purposes of subsection (2) (c), when computing the percentage of voting rights attached to voting securities owned by an underwriter, there must be excluded any voting securities acquired by him or her as underwriter in a distribution of the securities, but the exclusion ceases to have effect on completion or cessation of the distribution by the underwriter.

(5)  Despite subsection (3), a mutual fund is not prohibited from making an investment in an issuer only because a person or a group of persons, who own beneficially, directly or indirectly, voting securities of the mutual fund, its mutual fund manager or its mutual fund distributor, is by reason of that ownership deemed under subsection (3) to own beneficially voting securities of the issuer.

 Investments of mutual funds

121  (1)  A mutual fund must not knowingly make or hold an investment by way of loan to or in

(a) an officer or director of the mutual fund, its mutual fund manager or its mutual fund distributor or an associate of any of them, or

(b) an individual if the individual or an associate of the individual is a substantial security holder of the mutual fund, its mutual fund manager or its mutual fund distributor.

(2)  A mutual fund must not knowingly make or hold an investment to or in

(a) a person who is a substantial security holder of the mutual fund, its mutual fund manager or its mutual fund distributor,

(b) a person in which the mutual fund, alone or together with one or more related mutual funds, is a substantial security holder, or

(c) an issuer in which

(i)  an officer or director of the mutual fund, its mutual fund manager or its mutual fund distributor or an associate of any of them, or

(ii)  a person who is a substantial security holder of the mutual fund, its mutual fund manager or its mutual fund distributor,

has a significant interest.

(3)  A mutual fund manager or mutual fund distributor must not knowingly hold an investment made after February 1, 1987 if the investment is an investment described in this section.

 Indirect investment

122  (1)  A mutual fund, its mutual fund manager or its mutual fund distributor must not knowingly enter into a contract or other arrangement that results in its being directly or indirectly liable or contingently liable in respect of an investment in or to a person to whom it is prohibited by section 121 from making an investment.

(2)  For the purposes of the application of this section to section 121, a contract or other arrangement referred to in subsection (1) of this section is deemed to be an investment.

 Relieving orders

123  On application of an interested person, the commission may order that section 121 or 122 does not apply to a class of investment, particular investment, contract or other arrangement, if the commission is satisfied that

(a) the class of investment, particular investment, contract or other arrangement represents the business judgment of responsible persons uninfluenced by considerations other than the best interests of a mutual fund, or

(b) the particular investment, contract or other arrangement is in the best interests of a mutual fund.

 Fees on investment for mutual fund

124  A mutual fund must not make an investment in consequence of which a related person of the mutual fund will receive a fee or other compensation unless

(a) the fees are paid under a contract that is disclosed in a preliminary prospectus or prospectus filed by the mutual fund and accepted by the executive director, or

(b) on the application of the mutual fund, the commission otherwise orders, if it considers that doing so would not be prejudicial to the public interest.

 Standard of care for management of mutual fund

125  Every person responsible for the management of a mutual fund, and every person who performs a similar function in relation to a mutual fund as that person or who occupies a position or office with such a responsibility, must

(a) exercise the powers and discharge the duties related to that responsibility, function, position or office, in good faith and in the best interests of the mutual fund, and

(b) exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in the circumstances.

 Report of mutual fund manager

126  A mutual fund manager must file a report in the required form for each mutual fund to which the mutual fund manager provides services or advice respecting

(a) a purchase or sale of securities or a trade in exchange contracts between the mutual fund and any related person,

(b) a loan received by the mutual fund from, or made by the mutual fund to, any of its related persons,

(c) a purchase or sale of a security or a trade in an exchange contract effected by the mutual fund through any related person for which the related person received a fee from the mutual fund or from the other person to the transaction, or from both, and

(d) a transaction in which the mutual fund, by arrangement other than an arrangement relating to insider trading in portfolio securities, is a joint participant with one or more of its related persons,

within 30 days after the end of the month in which the purchase, sale, trade, loan or transaction occurs.

 Restrictions on transactions with responsible persons

127  (1)  A mutual fund or responsible person must not knowingly cause the mutual fund to

(a) invest in any issuer in which a responsible person is a partner, officer or director unless that fact is disclosed to the mutual fund security holders before the purchase,

(b) purchase or sell the securities of any issuer from or to the account of a responsible person, or

(c) make a loan to a responsible person.

(2)  A mutual fund or a responsible person must not knowingly enter into a contract or other arrangement that results in the mutual fund being directly or indirectly liable or contingently liable in respect of a transaction that is prohibited by this section.

 Trades by insiders

128  A person who has access to information concerning the investment program of a mutual fund or the investment portfolio managed for a client by a portfolio manager or by a registered dealer acting as a portfolio manager must not use that information to purchase or sell securities or to trade exchange contracts for the person's benefit or advantage.

 Filing in other jurisdiction

129  If the law of the jurisdiction in which the reporting issuer carries on business or is incorporated, organized or continued requires substantially the same reports in that jurisdiction as are required by this Part, the filing requirements of this Part may be complied with by filing the reports that are required by the law of the other jurisdiction and that are signed or certified.

130.1   A prescribed requirement of this Part does not apply to a mutual fund or a class of mutual funds, or a responsible person, with respect to a transaction or a class of transactions if, in accordance with the regulations, the mutual fund has established an independent committee and

 Liability in special relationship if material fact or material change undisclosed

136  (1)  For the purposes of subsections (2) and (3), "securities of the reporting issuer" or "securities of a reporting issuer" includes

(a) a put, a call, an option or another right or obligation to purchase or sell securities of the reporting issuer, or

(b) a security, the market price of which varies materially with the market price of any securities of the reporting issuer.

(2)  If a person purchases or sells securities of a reporting issuer at any time when the person

(a) is in a special relationship with the reporting issuer, and

(b) knows of a material fact or material change with respect to the reporting issuer, which material fact or material change has not been generally disclosed,

the person is liable to compensate the seller or purchaser, as the case may be, of the securities of the reporting issuer for damages as a result of the purchase or sale unless the person proves that, at the time of the purchase or sale,

(c) the person reasonably believed that the material fact or material change had been generally disclosed, or

(d) the material fact or material change was known or ought reasonably to have been known to the seller or purchaser, as the case may be.

(3)  If a person (the "first person") who is

(a) a reporting issuer,

(b) a person in a special relationship with a reporting issuer, or

(c) a person that proposes to

(i)  make a take over bid, as defined in section 92, for the securities of a reporting issuer,

(ii)  become a party to a reorganization, amalgamation, merger, arrangement or similar business combination with a reporting issuer, or

(iii)  acquire a substantial portion of the property of a reporting issuer

informs another person of a material fact or material change with respect to the reporting issuer before the material fact or material change has been generally disclosed, the first person is liable to compensate for damages any person that after that time sells securities of the reporting issuer to or purchases securities of the reporting issuer from the person that received the information unless the first person proves that,

(d) at the time of giving the information, the first person reasonably believed the material fact or material change had been generally disclosed,

(e) at the time of the sale or purchase, as the case may be, the person who sold securities of the reporting issuer to or purchased securities of the reporting issuer from the person who received the information knew or reasonably ought to have known of the material fact or material change,

(f) in the case of an action against a reporting issuer or a person in a special relationship with a reporting issuer, the information was given in the course of business of the reporting issuer or of the person in a special relationship with a reporting issuer, or

(g) in the case of an action against a person described in paragraph (c), the giving of the information was necessary to effect the take over bid, business combination or acquisition, as the case may be.

(4)  If a person

(a) has access to information concerning the investment program of a mutual fund in British Columbia or the investment portfolio managed for a client by a portfolio manager or by a registered dealer acting as a portfolio manager, and

(b) uses that information to purchase or sell securities or to trade exchange contracts for the person's benefit or advantage,

the person is liable to account to the mutual fund or the client of the portfolio manager or registered dealer, as the case may be, for any benefit or advantage received or receivable by the person as a result of the purchase or sale of securities or the trade in exchange contracts.

(5)  If a person (the "first person") that is an insider, affiliate or associate of a reporting issuer

(a) sells or purchases securities of the reporting issuer with knowledge of a material fact or material change with respect to the reporting issuer, which material fact or material change has not been generally disclosed, or

(b) informs another person of a material fact or material change with respect to the reporting issuer before the material fact or material change has been generally disclosed, unless giving the information is necessary in the course of business of the reporting issuer or the insider, affiliate or associate of the reporting issuer,

the first person is liable to account to the reporting issuer for any benefit or advantage received or receivable by the first person or the other person as a result of the purchase, sale or giving of information, as the case may be, unless the first person proves that, at the time of the purchase, sale or giving of information, the first person reasonably believed that the material fact or material change had been generally disclosed.

(6)  If 2 or more persons in a special relationship with a reporting issuer are liable under subsection (2) or (3) as to the same transaction or series of transactions, their liability is joint and several.

(7)  In assessing damages under subsection (2) or (3), the court must consider,

(a) if the plaintiff is a purchaser, the price that the plaintiff paid for the security less the average market price of the security over the 20 trading days immediately following general disclosure of the material fact or material change,

(b) if the plaintiff is a seller, the average market price of the security over the 20 trading days immediately following general disclosure of the material fact or material change less the price that the plaintiff received for the security, and

(c) any other measure of damages the court considers relevant in the circumstances.

 Action by commission on behalf of issuer

137  (1)  On application by

(a) the commission, or

(b) any person who

(i)  was, at the time of a transaction referred to in section 136 (2) or (3), or

(ii)  is, at the time of the application,

a security holder of the reporting issuer,

the Supreme Court may, if satisfied that

(c) the applicant has reasonable grounds for believing that the reporting issuer has a cause of action under section 136 (5), and

(d) the reporting issuer has

(i)  refused or failed to commence an action under section 136 (5) within 60 days after receipt of a written request from the applicant to do so, or

(ii)  failed to prosecute diligently an action commenced by it under section 136 (5),

make an order, on any terms as to security for costs or otherwise that it considers proper, requiring the commission or authorizing the person or the commission to commence or continue an action in the name of, and on behalf of, the reporting issuer to enforce the liability created by section 136 (5).

(2)  On application by

(a) the commission, or

(b) any person who

(i)  was, at the time of a transaction referred to in section 136 (4), or

(ii)  is, at the time of the application,

a security holder of the mutual fund,

the Supreme Court may, if satisfied that

(c) the applicant has reasonable grounds for believing that the mutual fund has a cause of action under section 136 (4), and

(d) the mutual fund has

(i)  refused or failed to commence an action under section 136 (4) within 60 days after receipt of a written request from the applicant to do so, or

(ii)  failed to prosecute diligently an action commenced by it under section 136 (4),

make an order, on any terms as to security for costs or otherwise that it considers proper, requiring the commission or authorizing the person or the commission to commence or continue an action in the name of, and on behalf of, the mutual fund to enforce the liability created by section 136 (4).

(3)  If an action under section 136 (4) or (5) is commenced or continued by the directors of the reporting issuer, the Supreme Court may order the reporting issuer to pay all costs properly incurred by the directors in commencing or continuing the action, as the case may be, if it is satisfied that the action is in the best interests of the reporting issuer and its security holders.

(4)  If an action under section 136 (4) or (5) is commenced or continued by a person who is a security holder of the reporting issuer, the Supreme Court may order the reporting issuer to pay all costs properly incurred by the security holder in commencing or continuing the action, as the case may be, if it is satisfied that

(a) the reporting issuer refused or failed to commence the action or, having commenced it, failed to prosecute it diligently, and

(b) the action is in the best interests of the reporting issuer and its security holders.

(5)  If an action under section 136 (4) or (5) is commenced or continued by the commission, the Supreme Court must order the reporting issuer to pay all costs properly incurred by the commission in commencing or continuing the action, as the case may be.

(6)  In determining whether an action or its continuance is in the best interests of a reporting issuer and its security holders, the court must consider the relationship between the potential benefit to be derived from the action by the reporting issuer and its security holders and the cost involved in the prosecution of the action.

(7)  Notice of every application under subsection (1) or (2) must be sent to the commission and the reporting issuer, or the mutual fund, as the case may be, and each of them may appear and be heard.

(8)  An order made under subsection (1) or (2) requiring or authorizing the commission to commence or continue an action must provide that the reporting issuer or mutual fund, as the case may be,

(a) cooperate fully with the commission in the commencement or continuation of the action, and

(b) make available to the commission all records and other material or information relevant to the action and known to, or reasonably ascertainable by, the reporting issuer or mutual fund.

 Rescission of purchase of security under prescribed disclosure document

138.1  A purchaser of a security may rescind the purchase if

(a) the security is acquired under an exemption from section 34 (1) (a) or 61,

(b) the exemption requires the delivery of a prescribed disclosure document, and

(c) the purchaser delivers a notice to the issuer not later than midnight on the second business day after the purchaser signs the agreement to purchase the securities.

Warrant for private residence

141.5   (1) Despite section 141.1 (2) (a), 141.2 (2) (a) or 141.4 (2) (a), if the business premises is a residence, the person conducting the review may enter the residence only with the consent of the occupant or under the authority granted under subsection (2).

(2) On application by the commission, the Supreme Court may make an order authorizing a person named in the order to enter into a residence at any reasonable time, for the purpose of carrying out a review under section 141.1, 141.2 or 141.4, if the Court is satisfied by information on oath that

(a) there are reasonable and probable grounds to believe that records that reasonably relate to a review are present in the residence,

(b) entry into the residence is necessary for the purpose of verifying compliance with this Act, the regulations or a decision, and

(c) entry was refused by the occupant or there are reasonable grounds to believe that

(i) entry will be refused, or

(ii) consent to entry cannot be obtained from the occupant.

(3) An application for an order under subsection (2) must be made in the prescribed manner and, unless the Supreme Court otherwise directs, may be

(a) made without notice, and

(b) heard in the absence of the public.

Power of investigator

143   (1) An investigator appointed under section 142 or 147 may, with respect to the person who is the subject of the investigation, investigate, inquire into, inspect and examine

(a) the affairs of that person,

(b) any records, negotiations, transactions, investigations, investments, loans, borrowings and payments to, by, on behalf of, in relation to or connected with that person,

(c) any property, assets or things owned, acquired or disposed of in whole or in part by that person or by a person acting on behalf of or as agent for that person,

(d) the assets at any time held by, the liabilities, debts, undertakings and obligations at any time existing and the financial or other conditions at any time prevailing in respect of that person, and

(e) the relationship that may at any time exist or have existed between that person and any other person by reason of

(i) investments made,

(ii) commissions promised, secured or paid,

(iii) interests held or acquired,

(iv) the lending or borrowing of money, securities or other property,

(v) the transfer, negotiation or holding of securities or exchange contracts,

(vi) interlocking directorates,

(vii) common control,

(viii) undue influence or control, or

(ix) any other relationship.

(2) On being satisfied that it is necessary and in the public interest, the commission may, by order, authorize an investigator appointed under section 142

(a) to enter the business premises of

(i) a registrant specified in the order,

(ii) a self regulatory body recognized under section 24 (a), or

(iii) an exchange recognized under section 24 (b),

during business hours for the purpose of carrying out an inspection, examination or analysis of records, property, assets or things that are used in the business of that person and that may reasonably relate to the order made under section 142,

(b) to require the production of the records, property, assets or things referred to in paragraph (a) and to inspect, examine or analyze them, and

(c) on giving a receipt, to remove the records, property, assets or things inspected, examined or analyzed under paragraph (a) or (b) for the purpose of further inspection, examination or analysis.

(3) On application by the commission and on being satisfied by information on oath that there are reasonable and probable grounds to believe that there may be anything that may reasonably relate to an order made under section 142,

(a) in a business premise, or

(b) in a building, receptacle or place, other than a room or place actually being used as a residence,

the Supreme Court may make an order authorizing a person named in the order

(c) to enter into that business premise, building or receptacle at any reasonable time, for the purpose of carrying out an inspection, examination or analysis of records, property, assets or things that may reasonably relate to the order made under section 142,

(d) to require the production of the records, property, assets or things referred to in paragraph (c) and to inspect, examine or analyze them, and

(e) on giving a receipt, to remove the records, property, assets or things referred to in paragraph (c) for the purpose of further inspection, examination or analysis.

(4) An application for an order under subsection (3) must be made in the prescribed manner and, unless the Supreme Court otherwise directs, may be

(a) made without notice, and

(b) heard in the absence of the public.

(5) Inspection, examination or analysis under this section must be completed as soon as practical and the records, property, assets or things must be returned promptly to the person who produced them.

(6) On an inspection, examination or analysis under this section, an investigator appointed under section 142 and authorized under subsection (2) of this section, a person named in an order under subsection (3) of this section or a person acting under the direction of either of them may

(a) mark the records, property, assets or things for identification, or

(b) use or alter the records, property, assets or things to the extent reasonably necessary to facilitate the inspection, examination or analysis,

and does not incur any liability because of doing so.

(7) [Repealed 2007-37-22.]

Investigator's power to compel evidence

144   (1) An investigator appointed under section 142 or 147 has the same power

(a) to summon and enforce the attendance of witnesses,

(b) to compel witnesses to give evidence on oath or in any other manner, and

(c) to compel witnesses to produce records and things and classes of records and things

as the Supreme Court has for the trial of civil actions.

(2) The failure or refusal of a witness

(a) to attend,

(b) to take an oath,

(c) to answer questions, or

(d) to produce the records and things or classes of records and things in the custody, possession or control of the witness

makes the witness, on application to the Supreme Court, liable to be committed for contempt as if in breach of an order or judgment of the Supreme Court.

(3) Section 34 of the Evidence Act does not exempt any financial institution, as defined in that section of that Act, or any officer or employee of the institution from the operation of this section.

(4) A witness giving evidence at an investigation conducted under section 142 or 147 may be represented by counsel.

Appointment of expert

145   If an investigation is ordered under section 142, the commission may appoint an expert to examine the affairs, records and properties of the person being investigated.

Report to commission

146   A person appointed under section 142 or 145 must provide, at the request of the commission or a member of the commission involved in making the appointment, a complete report of the investigation, examination or analysis made, including any transcript of evidence and material in the person's possession relating to the investigation or examination.

Report to minister

149   (1) If an investigation has been made under section 142 or 147, then, if requested to do so by the minister, the commission or the investigator, as the case may be, must make a complete report to the minister including, if so requested, the evidence, findings, comments, recommendations and any material in the possession of the commission or investigator relating to the investigation.

(2) The minister may publish all or part of a report under subsection (1) in any way the minister considers proper.

Order to freeze property

151   (1) The commission may make a direction under subsection (2) if

(a) it proposes to order an investigation in respect of a person under section 142 or during or after an investigation in respect of a person under section 142 or 147,

(b) it or the executive director proposes to make or has made an order under section 161 in respect of a person,

(c) criminal proceedings or proceedings in respect of a contravention of this Act or the regulations are about to be or have been instituted against a person and the commission considers the proceedings to be connected with or to arise out of a security or exchange contract or a matter relating to trading in securities or exchange contracts, or out of any business conducted by the person,

(d) a person fails or neglects to comply with financial conditions applicable to the person under this Act, or

(e) it proposes to apply or has applied to the Supreme Court for an order under section 157, or the Supreme Court has made an order under section 157.

(2) In the circumstances described in subsection (1), the commission may direct, in writing,

(a) a person having on deposit, under control or for safekeeping any funds, securities, exchange contracts or other property of the person referred to in subsection (1), to hold those funds, securities, exchange contracts or other property, and

(b) a person referred to in subsection (1)

(i) to refrain from withdrawing any funds, securities, exchange contracts or other property from any person having them on deposit, under control or for safekeeping, or

(ii) to hold all funds, securities, exchange contracts or other property of clients or others in the person's possession or control in trust for an interim receiver, custodian, trustee, receiver manager, receiver or liquidator appointed under the Bankruptcy Act (Canada), the Company Act, the Business Corporations Act, the Law and Equity Act, the Personal Property Security Act, the Winding-up Act (Canada), the Supreme Court Act or this Act.

(3) In the case of a savings institution, a direction of the commission under subsection (2) applies only to the offices, branches or agencies of the savings institution that are named in the direction.

(4) A direction of the commission under subsection (2) does not apply to funds, securities, exchange contracts or other property in a clearing agency or to securities in process of transfer by a transfer agent unless the direction expressly so states.

(5) In any of the circumstances referred to in subsection (1), the commission may, in writing, notify a land title office or gold commissioner that proceedings are being or are about to be taken that may affect land or mining claims belonging to the affected person.

(6) The commission may, in writing, revoke or modify a notice given under subsection (5) and, if a notice is revoked or modified, the commission must send a copy of the written revocation or modification to the land title office or gold commissioner, as the case may be.

(7) A notice sent under subsection (5) or a copy of a written revocation or modification under subsection (6) must be registered or recorded against the lands or claims mentioned in it and has the same effect as the registration or recording of a certificate of pending litigation or a caveat.

Appointment of receiver, receiver manager or trustee

152   (1) If any of the circumstances referred to in section 151 (1) exist, the commission may apply to the Supreme Court for the appointment of a receiver, receiver manager or a trustee of all or any part of the property of the person.

(2) On an application under subsection (1), the court may, by order, appoint a receiver, receiver manager or a trustee of all or any part of the property of the person, if the court is satisfied that the appointment is in the best interests of

(a) that person's creditors,

(b) persons, any of whose property is in the possession or under the control of that person, or

(c) the security holders of or subscribers to that person.

(3) The commission may make an application under this section without notice to any other person and, in that event, the court may make a temporary order under subsection (2) appointing a receiver, receiver manager or a trustee for a period not longer than 15 days.

(4) A receiver, receiver manager or trustee appointed under this section

(a) is the receiver, receiver manager or trustee of all or any part of the property belonging to the person or held by the person on behalf of or in trust for any other person, and

(b) may, if authorized by the court, wind up or manage the business and affairs of the person and may exercise powers necessary or incidental to the winding up or management.

(5) On an application under this section, the court may admit as evidence

(a) any hearsay evidence that the court considers reliable, or

(b) any oral or written statement, record or report the court considers relevant.

 Exchange of information

154  If the commission considers this would not be prejudicial to the public interest, it may authorize disclosure of facts, information and records obtained under this Part to any body empowered by the laws of another jurisdiction to administer or regulate trading in securities or exchange contracts in that jurisdiction.

Limitation period

159   Proceedings under this Act, other than an action referred to in section 140, must not be commenced more than 6 years after the date of the events that give rise to the proceedings.

 Administrative penalty

162  If the commission, after a hearing,

(a) determines that a person has contravened

(i)  a provision of this Act or of the regulations, or

(ii)  a decision, whether or not the decision has been filed under section 163, and

(b) considers it to be in the public interest to make the order

the commission may order the person to pay the commission an administrative penalty of not more than $100 000.

 Administrative penalty

162  If the commission, after a hearing,

(a) determines that a person has contravened

(i)  a provision of this Act or of the regulations, or

(ii)  a decision, whether or not the decision has been filed under section 163, and

(b) considers it to be in the public interest to make the order,

the commission may order the person to pay the commission an administrative penalty of,

(c) in the case of a person other than an individual, not more than $500 000, or

(d) in the case of an individual, not more than $250 000.

 Administrative penalty

162  If the commission, after a hearing,

(a) determines that a person has contravened

(i)  a provision of this Act or of the regulations, or

(ii)  a decision, whether or not the decision has been filed under section 163, and

(b) considers it to be in the public interest to make the order,

the commission may order the person to pay the commission an administrative penalty of not more than $1 million for each contravention of this Act or the regulations.

Administrative penalty

162   If the commission, after a hearing,

(a) determines that a person has contravened

(i) a provision of this Act or of the regulations, or

(ii) a decision of the commission, the executive director or a designated organization, whether or not the decision has been filed under section 163, and

(b) considers it to be in the public interest to make the order,

the commission may order the person to pay the commission an administrative penalty of not more than $1 million for each contravention.