NOTICE OF AMENDMENT TO NATIONAL INSTRUMENT 13-101
SYSTEM FOR ELECTRONIC DOCUMENT ANALYSIS AND RETRIEVAL (SEDAR)
AND AMENDMENT TO THE SEDAR FILER MANUAL:
STANDARDS, PROCEDURES AND GUIDELINES FOR ELECTRONIC FILING
WITH THE CANADIAN SECURITIES ADMINISTRATORS
Notice of Amendment
The Commission has, under section 143 of the Securities Act (the "Act"), amendedNational Instrument 13-101 System for Electronic Document Analysis and Retrieval (the"Amendment").
The Amendment and the material required by the Act to be delivered to the Minister ofFinance were delivered on June 16, 1999. If approved by the Minister, the Amendmentwill come into force on August 2, 1999 (August 30, 1999 if an action is not taken by theMinister). The Minister has the discretion to reject the Amendment or return it to theCommission for further consideration.
The Commission has also approved an amendment to the SEDAR Filer Manual:Standards, Procedures and Guidelines for Electronic Filing with the Canadian SecuritiesAdministrators (the "SEDAR Filer Manual") to require that all electronic filings be made inPortable Document Format or "PDF".
Substance and Purpose of Amendment
National Instrument 13-101 System for Electronic Document Analysis and Retrieval (the"SEDAR Instrument") came into force on January 1, 1997. Shortly after that time, theCommission adopted National Instrument 14-101 Definitions (the "Definitions Instrument"),which contains definitions of commonly used terms as well as various interpretiveprovisions. The proposed amendment to the SEDAR Instrument eliminates certaindefinitions, interpretive sections and Appendices from the SEDAR Instrument that are alsocontained in the Definitions Instrument and are, therefore, no longer needed in the SEDARInstrument.
The SEDAR Instrument currently incorporates by reference version 2.0 of the SEDAR FilerManual. The proposed amendment to the SEDAR Instrument provides for incorporationby reference of the most recent version of the SEDAR Filer Manual in order to avoid theneed to amend the SEDAR Instrument each time a new version of the SEDAR FilerManual is released.
The SEDAR Instrument currently mandates the filing of mining reports in electronic formatthrough SEDAR when they are being filed by an electronic filer as a "supportingdocument". It also contains a separate requirement that large maps and photographs,which sometimes form part of mining reports, must be omitted from an electronic filing andmust be filed in paper format. While the SEDAR Instrument will continue to require thefiling of mining reports in electronic format, the proposed amendment to the SEDARInstrument provides that appendices and other supplemental materials forming part ofmining reports may be filed in paper format.
The proposed amendment to the SEDAR Instrument also mandates the filing of certainadditional documents through SEDAR and deletes certain transitional provisions andAppendices that are no longer needed.
The SEDAR Filer Manual currently permits the electronic filing of documents prepared inPortable Document Format or "PDF". Documents prepared in a wide range of electronicformats may be readily converted to PDF using the software product known as AdobeAcrobat. The SEDAR Filer Manual also currently permits electronic filing of documentsthat are created using specific versions of Corel WordPerfect and Microsoft Word.However, file formats created using newer versions of these word processors have provento be inconsistent, with the result that electronic filings often cannot be viewed correctly.In order to ensure that documents filed and archived in electronic format through SEDARare more accessible to both the Canadian securities regulatory authorities and membersof the public, the SEDAR Filer Manual will be amended to provide that all electronic filingsmust be made in PDF format. Consistent with this change, correspondence transmittedby the Canadian securities regulatory authorities through SEDAR will also be in PDFformat.
Summary of Amendment
Paragraph 1.1(a) of the proposed amendment to the SEDAR Instrument deletes thedefinitions that are contained in the Definitions Instrument as well as those definitions thatare used only in provisions dealing with the phase-in of electronic filers, paragraph 1.1(b)deletes two interpretative subsections from the SEDAR Instrument that are now containedin the Definitions Instrument, paragraph 1.1(c) amends the list of documents required tobe filed in electronic format to include any documents that are specifically required bysecurities legislation or securities directions to be filed electronically, paragraph 1.1(d)permits electronic filers to file appendices and other supplemental materials forming partof mining reports in paper format, paragraph 1.1(e) amends the list of documents that arerequired to be filed in paper format to exclude those confidential filings that are specificallyrequired by securities legislation or securities directions to be made in electronic format,paragraph 1.1(f) deletes the subsection incorporating by reference version 2.0 of theSEDAR Filer Manual in the SEDAR Instrument and replaces it with a subsection whichincorporates by reference the most recent version of the SEDAR Filer Manual in theSEDAR Instrument, paragraph 1.1(g) deletes the subsection which directs persons orcompanies to file certain documents in paper format with the various stock exchanges,paragraph 1.1(h) deletes the section dealing with the transition to electronic filing andreplaces it with a section entitled "Joint Filings" that contains the previous section 6.3,paragraph 1.1(i) deletes the Appendix that contains the phase-in schedule for the transitionto electronic filing and the Appendices that are now contained in the Definitions Instrument,and paragraphs 1.1(j), (k), (l), (m),(n), (o) and (p) amend the list of mandated electronicfilings contained in Appendix A.
With respect to the proposed amendment to the SEDAR Filer Manual, Chapter 7 entitled"Preparation of Documents for Electronic Filing" will be amended to provide that allelectronic filings must be transmitted in PDF format commencing August 2, 1999. Otherchapters of the SEDAR Filer Manual will also be amended to reflect consequentialchanges. It is anticipated that the amended version of the SEDAR Filer Manual will bepublished in advance of August 2, 1999 so that the filing community will have anopportunity to become familiar with the amendments prior to the date they becomeeffective.
Summary of Written Comments Received by the Commission
The Commission received one comment on the proposed amendment to the SEDAR FilerManual. The name of the commenter is set out in Appendix A to this Notice.
The commenter commented on the proposed amendment to require all electronic filingsto be made in PDF format. The commenter indicated that members of the public wouldnot upgrade their computer hardware and software in order to access electronic filings inPDF format, thereby limiting access to those individuals with significant financial resourcesand computer expertise. The commenter also suggested that the filing format be simplifiedso that anyone with basic computer hardware and software could access the informationcontained in electronic filings.
The CSA does not agree that the use of PDF would limit access to electronic filings tothose members of the public with significant financial resources and computer expertise.Members of the public will be able to retrieve and view PDF documents simply by obtaininga free copy of the Adobe Acrobat Reader from Adobe's website or through any otherdistributor of free software. As well, the installation and use of the Adobe Acrobat Readeris quite straightforward and should not require any significant computer expertise.
While the proposed amendment to the SEDAR Filer Manual may impose an additional coston filers that do not currently own and use Adobe Acrobat, CDS INC., the SEDAR filingservice contractor, has negotiated a special purchase arrangement for SEDAR subscribersthat will reduce the cost of acquiring Adobe Acrobat. In conclusion, the CSA believes thatthe use of PDF as a single electronic file format will make electronic filings more accessibleto filers, Canadian securities regulatory authorities and members of the public and willallow documents to be retrieved, viewed and printed more efficiently. In the view of theCSA, the benefits outweigh the costs.
Text of Amendment to the SEDAR Instrument
The text of the amendment to the SEDAR Instrument follows.
List of Commenters
1. William Dickie by e-mail dated May 25, 1999.
AMENDMENT TO NATIONAL INSTRUMENT 13-101
SYSTEM FOR ELECTRONIC DOCUMENT ANALYSIS AND RETRIEVAL (SEDAR)
PART 1 AMENDMENTS
1.1 Amendments - National Instrument 13-101 System for ElectronicDocument Analysis and Retrieval (SEDAR) is amended by
(a) deleting the following definitions from section 1.1:
"person or company";
"securities legislation"; and
"securities regulatory authority";
(b) deleting subsections 1.2(5) and (6);
(c) adding to subsection 2.2(1) the following paragraph after paragraph 5:
"6. A document that is required by securities legislation orsecurities directions other than this Instrument to be filed inelectronic format.";
(d) adding to section 2.2 the following subsection:
"(3) Despite paragraph 3 of subsection (1), the appendices orother supplemental materials forming part of a mining report filedas a supporting document may be filed in paper format."
(e) deleting paragraph 1 of subsection 2.3(1) and replacing it with thefollowing:
"1. A document that is required or permitted to be filed on aconfidential basis under securities legislation or securitiesdirections unless the securities legislation or securitiesdirections require the confidential filing to be made inelectronic format.";
(f) deleting section 4.1 and replacing it with the following:
"4.1 SEDAR Filer Manual
(1) The most recent version of the SEDAR Filer Manual:Standards, Procedures and Guidelines for Electronic Filing with theCanadian Securities Administrators, as approved by the regulatoror the securities regulatory authority, is incorporated by reference inthis Instrument.
(2) An electronic filing shall be prepared and transmitted inaccordance with the standards, procedures and guidelines set forthin the SEDAR Filer Manual.";
(g) deleting subsection 4.3(5);
(h) deleting Part 6 and replacing it with the following:
"Part 6 - Joint Filings
6.1 Joint Filings - An electronic filer shall file in electronic formatin accordance with this Instrument a document that is to befiled jointly by an electronic filer and another person orcompany that is not an electronic filer.";
(i) deleting the following appendices:
Appendix E; and
(j) deleting the following from part I B. of Appendix A:
"8. Management Proxy
9. Change of Auditor Filings
10. Change in Year End Filings";
(k) adding the following to part I B. of Appendix A:
|"8. Annual Filing of a Reporting Issuer (Form 28-British Columbia, Alberta, Ontario, Nova Scotia and Form 26-Saskatchewan)||BC,Alta,Sask,Ont and NS|
|9. Notice of Securityholders' Meeting and Record Date|
|10. Management Proxy Circular/Information Circular|
|11. Change of Auditor Filings|
|12. Change in Year End Filings|
|13. Labour Sponsored Investment Fund Corporation Quarterly and Annual Share Valuation Reports||Ont";|
|(l) adding the following to part II A. of Appendix A:|
|"(d) Alberta Filings:|
|1. Preliminary Prospectus (Local Filing)||Alta|
|2. Final Prospectus (Local Filing)||Alta|
|3. Preliminary Exchange Offering Prospectus (Local Filing)||Alta|
|4. Final Exchange Offering Prospectus (Local Filing)||Alta";|
|(m) deleting the following from part II B.(a) of Appendix A:|
|"13. Film Producer's Compliance Report|
|14. Future Oriented Financial Information Filings|
|15. Change in Year End Filings";|
|(n) adding the following to part II B.(a) of Appendix A:|
|13. Future Oriented Financial Information Filings|
|14. Changes in Year End Filings|
|15. Annual Information Form (SHAIF System)||BC,Alta|
|16. Amended Annual Information Form (SHAIF System)||BC, Alta|
|17. Notice (SHAIF System)||BC, Alta";|
|(o) deleting the following from part II B. of Appendix A:|
|"(b) Ontario Filings:|
|1. Labour Sponsored Investment Fund Corporation Quarterly and Annual Share Valuation Report||Ont|
|2. Junior Natural Resource Issuer Filings||Ont";|
|(p) adding the following to part II B. of Appendix A:|
|"(b) Ontario Filings:|
|1. Junior Natural Resource Issuer Filings||Ont".|
PART 2 EFFECTIVE DATE
2.1 Effective Date - This Amendment comes into force on August 3, 1999.