British Columbia Gazette Part II — B.C. Reg. 210/2013
B.C. Reg. 210/2013
British Columbia — Gazette
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Volume 56, No. 20
210/2013
The British Columbia Gazette,
Part II
October 22, 2013
B.C. Reg. 210/2013 , deposited October 10, 2013, pursuant to the SECURITIES ACT [section 184]. Rule of the British Columbia Securities Commission, dated October 10, 2013.
The British Columbia Securities Commission orders that,
(
a) effective October 12, 2013, Multilateral Instrument 13-102 System Fees for SEDAR and NRD , attached as
Schedule A, is made,
(
b) effective December 2, 2013, National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR) , B.C. Reg. 378/96, is amended in
section 1.1 in the definition of “ SEDAR filing service contractor ” by striking out “ CDS INC. ” and substituting “ the Alberta Securities Commission ”,
(
c) effective December 2, 2013, National Instrument 31-102 National Registration Database , B.C. Reg. 37/2003, is amended
(
i) in
section 1.1 in the definition of “ NRD Administrator ” by striking out “ CDS INC. ” and substituting “ the Alberta Securities Commission ”, and
(ii) by repealing
section 4.5 (
e) and substituting the following:
(
e) pays the following fees within 14 days of the date the payment is due by submitting a cheque, payable to the Ontario Securities Commission in Canadian currency, to CSA Service Desk, Attn: NRD Administrator, 12 Millennium Blvd, Suite 210, Moncton, NB, E1C 0M3:
(
i) NRD user fees required in respect of an NRD submission;
(ii) annual NRD user fees, and , and
(
d) effective December 2, 2013, National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI) , B.C. Reg. 230/2001, is amended as set out in the attached
Schedule B.
— B. LEONG, British Columbia Securities Commission .
Schedule A
MULTILATERAL INSTRUMENT 13-102
SYSTEM FEES FOR SEDAR AND NRD
Part 1 –
Definitions and
Interpretation
Definitions
(1) In this Instrument:
“annual information form” means an “AIF” as defined by National Instrument 51-102 Continuous Disclosure Obligations or an annual information form for the purposes of
Part 9 of National Instrument 81-106 Investment Fund Continuous Disclosure ;
“initial filer profile” means a filer profile filed in accordance with subsection 5.1 (1) of National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR) ;
“issuer bid” ,
(
a) except in Ontario, means an issuer bid to which
Part 2 of Multilateral Instrument 62-104 Take-Over Bids and Issuer Bids applies, and
(
b) in Ontario, means a “formal issuer bid” as defined by subsection 89 (1) of the Securities Act (Ontario);
“shelf prospectus” means a prospectus filed under National Instrument 44-102 Shelf Distributions ;
“take-over bid” ,
(
a) except in Ontario, means a take-over bid to which
Part 2 of Multilateral Instrument 62-104 Take-Over Bids and Issuer Bids applies, and
(
b) in Ontario, means a “formal take-over bid” as defined by subsection 89 (1) of the Securities Act (Ontario).
(2) In this Instrument, a term referred to in Column 1 of the following table has the meaning ascribed to it in the Instrument referred to in Column 2 opposite that term:
Column 1
Defined Term
Column 2
Instrument
CPC instrument
National Instrument 45-106 Prospectus and Registration Exemptions
firm filer
National Instrument 31-102 National Registration Database
individual filer
National Instrument 31-102 National Registration Database
long form prospectus
National Instrument 41-101 General Prospectus Requirements
MJDS prospectus
National Instrument 71-101 The Multijurisdictional Disclosure System
NRD
National Instrument 31-102 National Registration Database
principal jurisdiction
Multilateral Instrument 11-102 Passport System
principal regulator
Multilateral Instrument 11-102 Passport System
rights offering
National Instrument 45-101 Rights Offerings
SEDAR
National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR)
short form prospectus
National Instrument 41-101 General Prospectus Requirements
sponsoring firm
National Instrument 33-109 Registration Information , in Form 33-109F4 Registration of Individuals and Review of Permitted Individuals
Inconsistency with other instruments
2 If there is any conflict or inconsistency between this Instrument and National Instrument 13-101 S ystem for Electronic Document Analysis and Retrieval (SEDAR) or National Instrument 31-102 National Registration Database , this Instrument prevails.
Part 2 – SEDAR System Fees
Local system fees
3 In Québec, a person or company making the type of filing described in Column C of Appendix A with the Autorité des marchés financiers must pay to the Autorité des marchés financiers the system fee specified in Column D of that Appendix.
System fees
(1) A person or company making a filing, in the local jurisdiction, of the type described in Column B of Appendix B, and of the category referred to in Column A of that Appendix, must pay to the securities regulatory authority the system fee specified in Column C or D of that Appendix, as the case may be.
(2) Despite subsection (1), if a person or company pays a fee referred to in item 1 or 2 of Appendix B, the person or company is not required to pay a fee with respect to any other filing referred to in that item made during the calendar year in which the payment was made.
(3) Despite subsection (1), in the calendar year that a person or company files its initial filer profile, the fee referred to in item 1 or 2 of Appendix B is prorated in accordance with the following formula:
A × B /12, where
A = the amount referred to in item 1 or 2 of Appendix B, as applicable, and
B = the number of months remaining in the calendar year following the month in which the initial filer profile was filed.
Part 3 – NRD System Fees
Enrolment fee
5 If the local jurisdiction is a firm filer’s principal jurisdiction, the firm filer must pay to the securities regulatory authority an enrolment fee of $500 upon enrolment in NRD.
NRD submission fee
(1) A firm filer must pay an NRD system fee in respect of an individual filer to the securities regulatory authority in the local jurisdiction if
(
a) the firm filer is the sponsoring firm for the individual filer, and
(
b) through the filing of a Form 33-109F4 Registration of Individuals and Review of Permitted Individuals , the individual filer registers or reactivates their registration in the local jurisdiction.
(2) The NRD system fee payable to the securities regulatory authority under subsection (1) by a sponsoring firm in respect of an individual filer is,
(
a) if the securities regulatory authority is the principal regulator of the individual filer, $75.00, and
(
b) in any other case, $20.50.
Annual NRD system fee
7 On December 31 of each year, a firm filer must pay an annual NRD system fee to the securities regulatory authority in the local jurisdiction equal to the total of the following:
(
a) if the securities regulatory authority in the local jurisdiction is the principal regulator of one or more individuals who are individual filers on that date, and for which the firm filer is the sponsoring firm in that jurisdiction,
$75.00 × the number of those individuals, and
(
b) if there are individual filers on that date for which the securities regulatory authority in the local jurisdiction is not the principal regulator, and for which the firm filer is the sponsoring firm in that jurisdiction,
$20.50 × the number of those individuals.
Part 4 – Payment of Fees
Means of payment
8 A fee under
section 3, 4, 6 or 7 must be paid through SEDAR or NRD, as the case may be.
Part 5 – Exemption
Exemption
(1) The regulator or the securities regulatory authority may grant an exemption from 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.
(3) Except in Ontario, an exemption referred to in subsection (1) is granted under the statute referred to in Appendix B of National Instrument 14-101
Definitions , opposite the name of the local jurisdiction.
Appendix A – Local SEDAR System Fees
(section 3)
Column A
Local Jurisdiction
Column B
Category of Filing
Column C
Type of Filing
Column D
System Fee
Québec
Securities Offerings
Prospectus distribution to person outside Québec, if made from within Québec (section 12 of the Securities Act (Québec))
$130.00
Appendix B – Other SEDAR System Fees
(section 4)
Item
Column A
Category of Filing
Column B
Type of Filing
Column C
System Fee Payable to Principal Regulator
Column D
System Fee Payable to Each Other Securities Regulatory Authority
Annual filing fee for continuous disclosure – investment funds
Note: Excludes the annual information form and all other filings listed separately in items 3 to 21.
Initial filer profile or annual financial statements (for investment funds)
$495.00
N/A
Annual filing fee for continuous disclosure
Note: Excludes the annual information form and all other filings listed separately in items 3 to 21.
Initial filer profile or annual financial statements (for reporting issuers other than investment funds)
$705.00
$74.00
Investment fund issuers / securities offerings
Simplified prospectus, annual information form and fund facts (National Instrument 81-101 Mutual Fund Prospectus Disclosure )
$585.00, which applies in total to a combined filing, if one annual information form and one simplified prospectus are used to qualify the investment fund securities of more than one investment fund for distribution
$162.50, which applies in total to a combined filing, if one annual information form and one simplified prospectus are used to qualify the investment fund securities of more than one investment fund for distribution
Long form prospectus
$715.00
$212.50
Investment fund issuers / continuous disclosure
Annual information form (National Instrument 81-106 Investment Fund Continuous Disclosure ) for investment fund if not a short form prospectus issuer
$455.00
N/A
Investment fund issuers / continuous disclosure
Annual information form (National Instrument 81-106 Investment Fund Continuous Disclosure ) for investment fund if short form prospectus issuer
$2 655.00
N/A
Investment fund issuers / exemptions and other applications
Exemptions and other applications (National Instrument 81-102 Mutual Funds )
$195.00
$40.00
Exemptions and other applications in connection with a prospectus filing
$195.00
$82.50
Other issuers / securities offerings
Short form prospectus (National Instrument 44-101 Short Form Prospectus Distributions )
$390.00
$115.00
Shelf prospectus
$390.00
$115.00
MJDS Prospectus (National Instrument 71-101 The Multijurisdictional Disclosure System )
$390.00
$115.00
Long form prospectus
$715.00
$212.50
Rights offering material
$325.00
$115.00
Prospectus governed by CPC instrument (TSX Venture Exchange)
$715.00
$212.50
Other issuers / continuous disclosure
Annual information form, if neither an investment fund nor a short form prospectus issuer
$455.00
N/A
Annual information form, if a short form prospectus issuer (other than an investment fund)
$2 655.00
N/A
Exemptions and other applications (if not an investment fund)
Exemptions and other applications in connection with prospectus filing
$195.00
$82.50
Other issuers / going private / related party transactions
Going private transaction filings
$325.00
$115.00
Related party transaction filings
$325.00
$115.00
Other issuers / securities acquisitions
Issuer bid filings
$195.00
$82.50
Third party filers / third party filings
Take-over bid filings
$195.00
$82.50
Schedule B
1. National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI) , B.C. Reg. 230/2001, is amended as set out in this Schedule.
Section 1.1 is amended, in the definition of “ SEDI operator ”, by striking out “ CDS INC. ” and substituting “ the Alberta Securities Commission ”.
3. Form 55-102F5 SEDI User Registration Form is repealed and the following substituted:
Form 55-102F5
SEDI User Registration Form
An individual who intends to use SEDI to file information with the securities regulatory authority is required to complete and submit a user registration form in SEDI format containing the information prescribed below. The information must be entered using the online version of this form accessible at the SEDI web site (www.sedi.ca). To access the online user registration form, select “Register as a SEDI user” on the navigation bar at the top of the web page titled “Welcome to SEDI”.
1 Full legal name of SEDI user
Provide your family name and your given names. Use upper and lower case letters as applicable. Do not use initials, nicknames or abbreviations.
2 Name of employer and position of SEDI user
If you are acting on behalf of an employer, provide the full legal name of your employer and your position with that employer.
3 Address of SEDI user
If you are an insider, provide your principal residential address. Otherwise, provide the business address where you are employed. A post office box or other mailing address is not sufficient.
4 SEDI user’s telephone number
Provide your daytime telephone number.
5 SEDI user’s fax number
If available, provide your fax number.
6 SEDI user’s e-mail address
If available, provide your e-mail address.
7 Check the appropriate box for SEDI user classification
Indicate whether you expect to access SEDI as an insider, an agent and/or an issuer’s representative by checking the appropriate box or boxes. The type of user classification will determine the amount of functionality you will have in the SEDI application software.
8 Confidential question and answer
Provide a “confidential question” and an answer to the confidential question for use in verifying your identity if a request in your name is being made to the SEDI operator for a new password.
Certification
Prior to submitting the completed online user registration form, you must certify that the information is true in all material respects and you must agree to update the information submitted as soon as practicable following any material change in the information.
Delivery of Signed Copy to SEDI Operator
Before you may make a valid SEDI filing, you must deliver a manually signed paper copy of the completed user registration form to the SEDI operator for verification purposes. To satisfy this requirement, you may print a copy of the online user registration form once you have certified and submitted it. You must deliver a manually signed and dated copy of the completed user registration form via prepaid mail, personal delivery or facsimile to the SEDI operator at the following address or fax number, as applicable:
CSA Service Desk
Attn: SEDI Operator
12 Millennium Blvd, Suite 210
Moncton, NB E1C 0M3
or at such other address(es) or fax number(
s) as may be provided on the SEDI web site (www.sedi.ca).
Questions
Questions may be directed to the CSA Service Desk at 1-800-219-5381 or such other number as may be provided on the SEDI web site.
Notice – Collection and Use of Personal Information
The personal information that you provide on this form is used to facilitate your access to and use of the SEDI system and is not used for any other purpose. The signed copy of the completed form that you deliver to the SEDI operator is retained by the SEDI operator as evidence of your registration as a SEDI user. The information you provide on this form will not be disclosed to any third party except any of the securities regulatory authorities or their authorized representatives for purposes of the administration or enforcement of securities legislation in the applicable jurisdictions.
For information about the use of the information collected on this form or if you would like to obtain access to the information you have submitted, contact the SEDI operator at the address or telephone number provided above. In Québec, questions may also be addressed to the Commission d’accès à l’information du Québec (1-888-528-7741, web site: www.cai.gouv.qc.ca).
SEDI User Registration Form
Note: Before an individual registering as a SEDI user may make a valid SEDI filing, the registering individual must deliver a manually signed paper copy of the completed user registration form to the SEDI operator for verification purposes. The registering individual may print a copy of the online version using the “Print” function provided for this purpose in SEDI. The signed paper copy must be delivered by prepaid mail, personal delivery or facsimile to:
CSA Service Desk
Attn: SEDI Operator
12 Millennium Blvd, Suite 210
Moncton, NB E1C 0M3
Section 1 SEDI User Information
Family name:
Given names (in full):
Employer name and position (if applicable):
Address (street name and number, etc.):
Municipality (city, town, etc.):
Province, territory or state:
Country:
Postal code or zip code:
Telephone number: ( )
Fax number (if available): ( )
E-mail address (if available):
Section 2 SEDI User Classification
Check the appropriate box or boxes:
[ ] Insider
[ ] Agent
[ ] Issuer representative
Section 3 Certification of SEDI User
I certify that the foregoing information is true in all material respects. I agree to update the information submitted on this form in SEDI as soon as practicable following any material change in the information. I agree that an executed copy of Form 55-102F5, if delivered to the SEDI operator by facsimile, shall have the same effect as an originally executed copy delivered to the SEDI operator.
Signature of SEDI user
Date:
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