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Volume 58, No. 17

168/2015

The British Columbia Gazette,

Part II

September 22, including September 8, 2015

B.C. Reg. 168/2015 , deposited September 3, 2015, under the SECURITIES ACT [section 184]. Rule of the British Columbia Securities Commission, dated September 3, 2015.

The British Columbia Securities Commission orders that, effective September 8, 2015, National Instrument 33-105 Underwriting Conflicts , B.C. Reg. 310/2001, is amended as set out in the attached schedule.

— B. LEONG, British Columbia Securities Commission .

Schedule

1 National Instrument 33-105 Underwriting Conflicts , B.C. Reg. 310/2001, is amended as set out in this Schedule.

2 The following

Part is added:

Part 3A – Non-Discretionary Exemptions – Eligible Foreign Securities

Definitions

3A.1 In this Part,

“eligible foreign security” means a security offered primarily in a foreign jurisdiction as part of a distribution of securities in either of the following circumstances:

(

a) the security is issued by an issuer

(

i) that is incorporated, formed or created under the laws of a foreign jurisdiction,

(ii) that is not a reporting issuer in a jurisdiction of Canada,

(iii) that has its head office outside of Canada, and

(iv) that has a majority of the executive officers and a majority of the directors ordinarily resident outside of Canada;

(

b) the security is issued or guaranteed by the government of a foreign jurisdiction;

“executive officer” means, for an issuer, an individual who

(

a) is a chair, vice-chair or president,

(

b) is a chief executive officer or chief financial officer,

(

c) is a vice-president in charge of a principal business unit, division or function including sales, finance or production, or

(

d) performs a policy-making function in respect of the issuer;

“exempt offering document” means,

(

a) in New Brunswick, Nova Scotia, Ontario and Saskatchewan, an offering memorandum as defined under the securities legislation of that jurisdiction, and

(

b) in all other jurisdictions, a document, including any amendments to that document, that

(

i) describes the business and affairs of an issuer, and

(ii) has been prepared primarily for delivery to and review by a prospective purchaser to assist the prospective purchaser in making an investment decision in respect of securities being distributed pursuant to an exemption from the prospectus requirement;

“FINRA” means the self regulatory organization in the United States of America known as the Financial Industry Regulatory Authority;

“permitted client” has the same meaning as in

section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations .

Application

3A.2 This Part does not apply to a distribution if a prospectus has been filed with a Canadian securities regulatory authority for the distribution.

Exemption based on U.S. disclosure

3A.3 Subsection 2.1 (1) does not apply to a distribution of a security described in paragraph (

a) of the definition of “eligible foreign security” if all of the following apply:

(

a) the distribution is made to a permitted client through a registered dealer or international dealer;

(

b) the registered dealer or international dealer delivers a written notice to the permitted client, before or during the distribution of the eligible foreign security, that specifies the exemption relied on and includes a reference to this section;

(

c) an exempt offering document prepared with respect to the distribution is delivered to the permitted client;

(

d) a concurrent distribution of the security is made by the issuer to investors in the U.S.;

(

e) the exempt offering document contains the same disclosure as that provided to investors in the U.S.;

(

f) if applicable, the disclosure provided in the exempt offering document for a distribution referred to in paragraph (

d) is made in compliance with FINRA Rule 5121, as amended from time to time;

(

g) the distribution referred to in paragraph (

d) is made in compliance with applicable U.S. federal securities law.

Exemption for foreign government securities

3A.4 Subsection 2.1 (1) does not apply to a distribution of a security described in paragraph (

b) of the definition of “eligible foreign security” if

(

a) the distribution is made to a permitted client through a registered dealer or international dealer, and

(

b) the registered dealer or international dealer delivers a written notice to the permitted client, before or during the distribution of the eligible foreign security, that specifies the exemption relied on and includes a reference to this section.

Manner of notice

3A.5 For greater certainty, a notice required under paragraphs 3A.3 (

b) and 3A.4 (

b) may be incorporated into the exempt offering document delivered to the permitted client.

Alternative compliance with notice requirement

3A.6 A notice will be considered to have been delivered to a permitted client in compliance with paragraph 3A.3 (

b) or 3A.4 (

b) if

(

a) the registered dealer or international dealer has previously delivered a notice to the permitted client in compliance with paragraph 3A.3 (

b) or 3A.4 (b), and

(

b) the notice stated that the registered dealer or international dealer intends to rely on the exemption in paragraph 3A.3 (

b) or 3A.4 (b), as applicable, for any distribution in the future of an eligible foreign security to the permitted client.

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