Interpretation
In this regulation:
Act means the Securities Act;
Final ETF Facts Document means an ETF facts document, as defined in National Instrument 41-101 General Prospectus Requirements, other than a preliminary or pro forma ETF facts document or an amendment to an ETF facts document under that Instrument;
Final Fund Facts Document means a fund facts document, as defined in National Instrument 81-101 Mutual Fund Prospectus Disclosure, other than a preliminary or pro forma fund facts document or an amendment to a fund facts document under that Instrument;
MTN Program has the meaning ascribed to that term in National Instrument 44-102 Shelf Distributions;
PREP prospectus means a base PREP prospectus or a supplemented PREP prospectus as those terms are defined in National Instrument 44-103 Post-Receipt Pricing;
Rules means the Securities Rules.
WKSI base shelf prospectus has the meaning ascribed to that term in National Instrument 44-102 Shelf Distributions.
Repealed. [B.C. Reg. 386/2003, s. 1 (a).]
Claims Under Section 15.1 of the Act
In this Part:
eligible applicant means a person who
suffered pecuniary loss as a direct result of misconduct that resulted in an order for which the commission gave notice under section 15.1 (1) of the Act,
did not directly or indirectly engage in the misconduct that resulted in the order, and
has not been denied a claim under section 7.4 (6);
order means an order made under section 155.1 (b), 157 (1) (b) or 161 (1) (g) of the Act.
Repealed. [B.C. Reg. 45/2020, Sch. C, s. 2.]
Repealed. [B.C. Reg. 45/2020, Sch. C, s. 3.]
If a person has made an application under section 15.1 of the Act and the information provided in the application changes in a material respect so that the information provided is false or misleading, the person must report the change to the commission promptly.
If the commission determines that an applicant is an eligible applicant in respect of an order, the commission may make a payment to the eligible applicant from money received from the order.
When determining the amount to be paid to an eligible applicant, the commission must consider the following:
the amount of money received from the order;
the loss suffered by the eligible applicant;
the losses suffered by all eligible applicants;
any other information the commission considers appropriate in the circumstances.
When determining an applicant's loss for the purposes of this section, the commission must not include any amount claimed by the applicant in respect of a loss of opportunity, including interest on any loss, and must consider the following:
whether the applicant received or is entitled to receive compensation from other sources for the loss arising from the misconduct that resulted in the order;
whether the applicant benefitted from the misconduct that resulted in the order;
the results of any hedging or other risk limitation transactions made by the applicant.
The commission may prorate payments among eligible applicants if, having considered the matters under subsection (2), the commission determines that the money the commission received from the order is insufficient to pay the claims of all eligible applicants.
A prorated payment made to an eligible applicant must be determined in accordance with the following formula:
The commission may deny an applicant's claim if the applicant
fails to comply with section 7.3 (2), or
makes a statement or provides information to the commission that, in a material respect and at the time and in the light of the circumstances in which it is made, is false or misleading, or omits facts from the statement or information necessary to make that statement or information not false or misleading.
Except for a decision to prorate payments under section 7.4 (4), the commission must not deny all or part of a claim without giving the applicant an opportunity to be heard.
The commission may make a payment to an eligible applicant, including a partial or installment payment, before the period described in section 15.1 (1.1) of the Act has expired.
Investigations and Audits
The practices and procedures set out in this Part apply to every investigation and audit conducted under Part 17 of the Act.
Repealed. [B.C. Reg. 45/2020, Sch. C, s. 5.]
A person summoned under section 144 of the Act must be paid the fees and allowances for the person's attendance before the investigator to which a witness summoned to attend before the Supreme Court is entitled.
A summons to a person to appear before an investigator under section 144 (1) (a) of the Act must be in the required form.
A demand for production of records and things under section 144 (1) (c) of the Act must be in the required form.
The service of a summons, the payment or tender of fees and allowances to a person summoned, the demand for production of records and things or the service of a notice on a witness may be proved by an affidavit in the required form.
An application for an order under section 143 (3) or 143.1 (5) of the Act must be made in accordance with the Supreme Court Civil Rules.
Repealed. [B.C. Reg. 45/2020, Sch. C, s. 7.]
Prescribed Self-regulatory Bodies
For the purposes of section 163 (1.1) of the Securities Act, the prescribed self-regulatory body is the Canadian Investment Regulatory Organization.
Preservation Orders and Additional Collection Remedies
For the purposes of section 164.18 (1) of the Act, the prescribed form is Form 15-905 set out in the Schedule to this regulation.
For the purposes of section 164.18 (1) and (4) (a) of the Act, the following manners of filing are prescribed for filing a notice, amendment, extension or cancellation:
mailing or delivering the notice, amendment, extension or cancellation to the land title office;
transmitting a copy of the notice, amendment, extension or cancellation by electronic means to the land title office.
Reviews and Appeals
This Part applies to a hearing required or permitted to be held under the Act or the regulations other than a hearing held under Part 17 of the Act.
In addition to any other person to whom notice is required to be given, notice in writing of the time, place and purpose of a hearing must be given to any person considered by the person presiding to be directly affected by it.
All oral evidence received at the hearing may be taken down in writing or preserved as the person presiding directs.
The oral evidence recorded, the documentary evidence and things received in evidence form the record.
A person attending a hearing or submitting evidence at a hearing under this Part may be represented by counsel.
After a hearing, if the decision made at it adversely affects the right of a person to trade in securities, at the request of the person affected, the person presiding must issue written reasons for the decision.
The person presiding must give notice of every decision and accompanying written reasons as soon as practicable to every person to whom notice of the hearing was given and to every person who is, in the opinion of the person presiding, directly affected by the decision.
Subject to subsection (2), every hearing is open to the public.
If the person presiding considers that a public hearing would be unduly prejudicial to a party or a witness and that to do so would not be prejudicial to the public interest, the person presiding may order that the public be excluded for all or part of the hearing.
Any notice required under this Part is sufficiently given if sent to the required person in accordance with section 180 of the Act or to an address directed by the person presiding.
If the executive director is of the opinion that a material question affecting the public interest or a novel question of policy or interpretation is raised because of the executive director may refer the question to the commission for determination.
an application made to the executive director,
a record filed with the executive director, or
a matter arising out of the exercise or performance by the executive director of an authorized power or duty,
If a question is referred under subsection (1), the executive director must
state the question in writing, setting out the facts on which it is based, and
file with the commission the written question together with additional information the executive director considers relevant.
The commission, without delay, must send the material filed under subsection (2) (b) to the person who made the application or who filed the document out of which the question arose.
Notice of any hearing to be held by the commission under this section
must be given to all persons who the commission considers or who, in the opinion of the executive director, are interested parties, and
is sufficiently given if posted on a publicly accessible website maintained by the commission.
The commission must consider and determine a question referred to it under this section by holding a hearing, and may remit any matter to the executive director for a decision in accordance with its determination.
Fees
In section 22, management cease trade order means an order that prohibits or restricts trading in securities of a reporting issuer by any of the following:
the chief executive officer of the reporting issuer or a person acting in a similar capacity;
the chief financial officer of the reporting issuer or a person acting in a similar capacity;
an officer or director of the reporting issuer or other person who had, or might have had, access directly or indirectly to a material fact or material change with respect to the reporting issuer that has not been generally disclosed.
For the purposes of items 15 and 15.1 of section 22, if an applicant files more than one application under those items, the applications are considered to be a single application for the purpose of determining the fee if
the commission or the executive director considers that the applications relate to the same matter, and
in the case that the applications are not filed at the same time, the applications are filed before a final decision is made with respect to the first application that was filed.
Unless otherwise prescribed, for a matter described in Column 1 the executive director must be paid the fee prescribed in Column 1 or Column 2:
Repealed. [B.C. Reg. 225/2009, s. 9.]
For the purposes of the fee payable under item 10, 10.1, 10.2 or 10.3 of the table in section 22,
if the prospectus relates to securities that are not distributed continuously and National Instrument 44-102 Shelf Distributions does not apply, the issuer or security holder must file
with the prospectus, an estimate of the gross proceeds that will be realized from the distribution under the prospectus to purchasers in British Columbia, accompanied by
if the executive director so requires, an advance of the prescribed fee based on the estimate of the gross proceeds, or
in any other case, an undertaking to pay the prescribed fee not more than 30 days after the completion of the distribution under the prospectus, and
not more than 30 days after the completion of the distribution under the prospectus, a notice of the gross proceeds realized from the distribution under the prospectus to purchasers in British Columbia and, subject to section 25, the notice must be accompanied by the prescribed fee,
if the prospectus relates to securities that are distributed continuously and if the issuer or securityholder must file, in accordance with subsection (2), a notice of gross proceeds realized from the distribution under the prospectus to purchasers in British Columbia, accompanied by the prescribed fee,
National Instrument 44-102 Shelf Distributions does not apply, and
the issuer or securityholder was not required to file a Final Fund Facts Document or a Final ETF Facts Document,
if the distribution relates to securities that are distributed continuously and if the issuer or securityholder must file, in accordance with subsection (2), a notice of the gross proceeds realized from the distribution of the securities to purchasers in British Columbia, from the date that the Final Fund Facts Document or Final ETF Facts Document was filed until the date that the new Final Fund Facts Document or new Final ETF Facts Document is filed, accompanied by the prescribed fee,
National Instrument 44-102 Shelf Distributions does not apply, and
the distribution of securities is a distribution in respect of which an issuer or securityholder is required to file a Final Fund Facts Document or Final ETF Facts Document,
if the prospectus relates to securities that are distributed under National Instrument 44-102 Shelf Distributions, other than securities distributed under a WKSI base shelf prospectus, the issuer or securityholder must file
with the base shelf prospectus, an undertaking to pay the prescribed fee
within 5 business days after the end of each month with respect to the securities sold during that month, for securities distributed continuously in circumstances other than through an MTN Program,
together with the monthly filing of pricing supplements, for securities distributed continuously through an MTN Program, or
within 30 days after the completion of the offering of securities for each tranche, for securities distributed on a delayed basis,
a notice stating the gross proceeds realized in British Columbia accompanied by the prescribed fee
not more than 5 business days after the end of each month with respect to the securities sold during that month, for securities distributed continuously in circumstances other than through an MTN Program,
together with the monthly filing of pricing supplements, for securities distributed continuously through an MTN Program, or
within 30 days after the completion of the offering of securities for each tranche, for securities distributed on a delayed basis, and
a notice stating the gross proceeds realized in British Columbia, accompanied by the required fee, if any, within 30 days after the earlier of
the completion of all offerings of securities under the base shelf prospectus, and
the date that is 25 months after the date of filing the base shelf prospectus,
if the prospectus relates to securities that are distributed under a WKSI base shelf prospectus under National Instrument 44-102 Shelf Distributions, the issuer or securityholder must file
with the WKSI base shelf prospectus, an undertaking to pay the prescribed fee
within 5 business days after the end of each month with respect to the securities sold during that month, for securities distributed continuously in circumstances other than through an MTN Program,
together with the monthly filing of pricing supplements, for securities distributed continuously through an MTN Program, or
within 30 days after the completion of the offering of securities for each tranche, for securities distributed on a delayed basis,
a notice stating the gross proceeds realized in British Columbia, accompanied by the prescribed fee,
not more than 5 business days after the end of each month with respect to the securities sold during that month, for securities distributed continuously in circumstances other than through an MTN Program,
together with the monthly filing of pricing supplements, for securities distributed continuously through an MTN Program, or
within 30 days after the completion of the offering of securities for each tranche, for securities distributed on a delayed basis, and
a notice stating the gross proceeds realized in British Columbia, accompanied by the required fee, if any, within 30 days after the earlier of
the completion of all offerings of securities under the WKSI base shelf prospectus, and
the date that is 37 months after the date of filing the WKSI base shelf prospectus, or
if the prospectus relates to securities that are distributed under National Instrument 44-103 Post-Receipt Pricing, the issuer or securityholder must file
with the base PREP prospectus, an undertaking to pay the prescribed fee within 30 days after the completion of the distribution under the supplemented PREP prospectus, and
within 30 days after the completion of the distribution under the supplemented PREP prospectus, a notice stating the gross proceeds realized in British Columbia accompanied by the required fee.
If a notice referred to in subsection (1) (b) or (b.1) is required to be filed, the notice, accompanied by the prescribed fee, must be filed on the date that the issuer or securityholder files the new prospectus relating to the securities, the new Final Fund Facts Document relating to the securities or the new Final ETF Facts Document relating to the securities, as applicable.
For the purposes of determining the date on which a fee is payable under item 21.1 of the table in section 22, a reporting counterparty must pay the fee by January 31 of a calendar year if, during the previous calendar year, the reporting counterparty was a counterparty to a derivative and one or more counterparties to the derivative was a "local counterparty".
For the purposes of subsection (1) local counterparty and reporting counterparty have the same meanings as in Multilateral Instrument 96-101 Derivatives: Trade Reporting.
For the purposes of item 21.1 of the table in section 22, the amount is calculated as follows:
determine as of the last day of each calendar quarter of the previous calendar year, for transactions reported under Multilateral Instrument 96-101 Derivatives: Trade Reporting and for the reporting counterparty's outstanding derivatives positions expressed in Canadian dollars, the notional amount for each calendar quarter of the previous calendar year;
determine as of the last day of each calendar quarter of the previous calendar year, for transactions reported under Multilateral Instrument 96-101 Derivatives: Trade Reporting and for each of the reporting counterparty's outstanding derivatives positions expressed in a currency other than Canadian dollars, the notional amount for each calendar quarter of the previous calendar year;
for each notional amount determined under paragraph (b) expressed in a currency other than Canadian dollars, convert the amount to an amount expressed in Canadian dollars using the daily exchange rate posted on the Bank of Canada's website for the last business day of the previous calendar year;
divide the total determined under paragraph (d) by 4.
If an advance was paid as required under section 24 (1) (a) (i) (A), the notice filed under section 24 (1) (a) (ii) must be accompanied by
the amount by which the prescribed fee exceeds the advance, or
a request for a refund of the amount by which the advance exceeds the prescribed fee.
For a person that was recognized, in respect of an application referred to in item 15.2, 15.4 or 15.7 of the table in section 22, or filed a Form 21-102F2 Information Statement — Alternative Trading System referred to in item 15.6 of the table in section 22, at any time during the period beginning on July 1 of the previous calendar year and ending on March 31 of the current calendar year, the amount required to be paid under items 33, 34, 35 and 36 of the table, as applicable, is reduced by the following:
25% for a person recognized in the case of items 33, 34 and 36 or, in the case of item 35, a person that filed a Form 21-101F2 Information Statement — Alternative Trading System for the first time, if the recognition or filing, as applicable, occurred during the period beginning on July 1 of the previous calendar year and ending on September 30 of the previous calendar year;
50% for a person recognized in the case of items 33, 34 and 36 or, in the case of item 35, a person that filed a Form 21-101F2 Information Statement — Alternative Trading System for the first time, if the recognition or filing, as applicable, occurred during the period beginning on October 1 of the previous calendar year and ending on December 31 of the previous calendar year;
75% for a person recognized in the case of items 33, 34 and 36 or, in the case of item 35, a person that filed a Form 21-101F2 Information Statement — Alternative Trading System for the first time, if the recognition or filing, as applicable, occurred during the period beginning on January 1 of the current calendar year and ending on March 31 of the current calendar year.
If the commission or the executive director considers it to be in the public interest, the commission or the executive director may order that
either or both of items 22 and 23 of the table in section 22 in respect of a person who is a representative of the media or any class of persons who are representatives of the media, or
be varied by reducing the fee payable, or
do not apply
any or all of items 25 through 28 of the table in section 22
be varied by reducing the fees and charges payable, or
do not apply.
If a record is filed with the commission, the executive director or a designated organization and the record has not been completed in accordance with the Act or this regulation, the commission, the executive director or the designated organization may return the record to the person by whom it has been filed, and a refund of the fee or any part of it paid upon the filing of the record must not be made unless the commission, the executive director or the designated organization otherwise directs.
Repealed. [B.C. Reg. 225/2009, s. 11.]
Until January 1, 2010, the fees prescribed for item 1 of the table in section 22 do not apply to a person who is a member of the Canadian Investment Regulatory Organization.
Schedule [en. B.C. Reg. 204/2021, s. 1 (b).] Form 15-905 (section 164.18 of the Securities Act) Nature of interest: charge Notice of order/commencement of proceeding that may affect real property or the whole or a portion of an interest in real property. Legal description and parcel identifier no(s).: ....................................................................................................................................................................... ....................................................................................................................................................................... ....................................................................................................................................................................... ....................................................................................................................................................................... ....................................................................................................................................................................... ....................................................................................................................................................................... Registered owner(s): ....................................................................................................................................................................... Property address(es): ....................................................................................................................................................................... British Columbia Securities Commission contact information: ....................................................................................................................................................................... ....................................................................................................................................................................... .............................................................................. British Columbia Securities Commission [signature of authorized person] .............................................................................. Date