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| B.C. Reg. 81/2000 British Columbia Securities |
Deposited March 7, 2000 Commission effective March 15, 2000 |
| This archived regulation consolidation is current to April 1, 2005 and includes changes enacted and in force by that date. For the most current information, click here. |
Securities Act
[includes amendments up to B.C. Reg. 107/2004]
1.1 Definitions — In this Instrument:
"control block distribution" means a trade to which the provisions of securities legislation listed in Appendix A apply.
[am. B.C. Reg. 107/2004, s. 5 (a).]
1.2 Interpretation — Terms defined or interpreted in National Instrument 62-103 The Early Warning System and Related Take-over Bid and Insider Reporting Issues and used in this Instrument have the respective meanings ascribed to them in National Instrument 62-103.
(1) The prospectus requirement does not apply to a control block distribution of securities issued by a reporting issuer made by an eligible institutional investor if
(a) the eligible institutional investor
(i) has filed the reports required under the early warning requirements or Part 4 of National Instrument 62-103 for the reporting issuer in connection with the current securityholding percentage of the eligible institutional investor in classes of voting and equity securities of the reporting issuer,
(ii) does not have knowledge of any material fact or material change with respect to the reporting issuer that has not been generally disclosed,
(iii) does not receive in the ordinary course of its business and investment activities knowledge of any material fact or material change with respect to the reporting issuer that has not been generally disclosed, and
(iv) either alone or together with any joint actors, does not possess effective control of the reporting issuer;
(b) there are no directors or officers of the reporting issuer who were, or could reasonably be seen to have been, selected, nominated or designated by the eligible institutional investor or any joint actor;
(c) the control block distribution is made in the ordinary course of business or investment activity of the eligible institutional investor;
(d) if the trade was not a control block distribution, the securities would not be subject to any requirements of securities legislation requiring them to be held for a specified period of time; and
(e) no unusual effort is made to prepare the market or to create a demand for the securities and no extraordinary commission or consideration is paid in respect of the control block distribution.
(2) An eligible institutional investor that makes a distribution in reliance on subsection (1) shall file a letter within 10 days after the distribution that describes the date and size of the distribution, the market on which it was made and the price at which the securities being distributed were sold.
[am. B.C. Reg. 107/2004, s. 5 (b).]
2.2 Repealed. [B.C. Reg. 107/2004, s. 5 (c).]
(1) The regulator or the securities regulatory authority may grant an exemption to this Instrument, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption.
(2) Despite subsection (1), in Ontario only the regulator may grant such an exemption.
4.1 Effective Date — This Instrument comes into force on March 15, 2000.
[am. B.C. Reg. 107/2004, s. 5 (d).]
Control Block Distributions
| Jurisdiction | Securities Legislation Reference | |
| ALBERTA | Clause 1 (f) (iii) of the Securities Act (Alberta) | |
| BRITISH COLUMBIA | Paragraph (c) of the definition of "distribution" contained in subsection 1 (1) of the Securities Act (British Columbia) | |
| MANITOBA | Paragraph 1 (b) of the definition of "primary distribution to the public" contained in subsection 1 (1) of the Securities Act (Manitoba) | |
| NEW BRUNSWICK | Paragraph (b) of the definition of "primary distribution to the public" contained in section 1 of the Security Frauds Prevention Act (New Brunswick) | |
| NEWFOUNDLAND | Clause 2 (1) (l) (iii) of the Securities Act (Newfoundland) | |
| NOVA SCOTIA | Clause 2 (1) (l) (iii) of the Securities Act (Nova Scotia) | |
| ONTARIO | Paragraph (c) of the definition of "distribution" contained in subsection 1 (1) of the Securities Act (Ontario) | |
| PRINCE EDWARD ISLAND | Clause 1 (b.1) (iii) of the Securities Act (Prince Edward Island) | |
| SASKATCHEWAN | Subclause 2 (1) (r) (iii) of The Securities Act, 1988 (Saskatchewan) |
Repealed. [B.C. Reg. 107/2004, s. 5 (e) and (f).]
[Provisions of the Securities Act, R.S.B.C. 1996, c. 418, relevant to the enactment of this regulation: section 184]
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