Securities Law & Instruments


NOTICE OF MINISTERIAL APPROVAL OF
NATIONAL INSTRUMENT 55-104 INSIDER REPORTING REQUIREMENTS AND EXEMPTIONS
AND
CONSEQUENTIAL AMENDMENTS TO CERTAIN RELATED INSTRUMENTS
AND
REPEAL INSTRUMENTS FOR CERTAIN PREDECESSOR INSTRUMENTS



Ministerial Approval of certain Rules

On March 18, 2010, the Minister of Finance approved, pursuant to section 143.3 of the Securities Act (Ontario) (the Act), National Instrument 55-104 Insider Reporting Requirements and Exemptions (NI 55-104).

Also on that date, the Minister of Finance approved, pursuant to section 143.3 of the Act, related consequential amendments (the Consequential Amendments) to

    • National Instrument 14-101 Definitions; and

    • National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.{1}

Also on that date, the Minister of Finance approved, pursuant to section 143.3 of the Act, repeal instruments (the Repeal Instruments) for

    • National Instrument 55-101 Insider Reporting Exemptions; and

    • Multilateral Instrument 55-103 Insider Reporting for Certain Derivative Transactions (Equity Monetization).

NI 55-104, the Consequential Amendments and the Repeal Instruments come into force on April 30, 2010. These Instruments were previously published in the Bulletin on January 22, 2010 and are published in Chapter 5 of this Bulletin.

Commission Approval of related Policy

In connection with this initiative, the Ontario Securities Commission (the Commission) has adopted, pursuant to section 143.8 of the Act, Companion Policy 55-104CP Insider Reporting Requirements and Exemptions (the Policy or 55-104CP). The Policy also comes into force on April 30, 2010. Also on this date, the following predecessor policies are rescinded:

    • Companion Policy 55-101CP to National Instrument 55-101 Insider Reporting Exemptions (55-101CP); and

    • Companion Policy 55-103CP to Multilateral Instrument 55-103 Insider Reporting for Certain Derivative Transactions (Equity Monetization) (55-103CP).

Proclamation of certain related Act Amendments

In connection with the implementation of NI 55-104, subsection 1(8) and sections 9 and 10 of Schedule Z.5 to Bill 151, Budget Measures Act, 2006 (No. 2) have been proclaimed in force, effective April 30, 2010. These amendments will result in the following:

    • The repeal of subsection 1(8) of the Act;

    • The repeal of subsection 1(9) of the Act;

    • The amendment to clause 106(2)(a) of the Act described in the Schedule;

    • The amendment to clause 106(2)(b) of the Act described in the Schedule;

    • The repeal of clause 106(2)(c) of the Act;

    • The repeal of section 107 of the Act and the substitution of the new section 107 as described in the Schedule; and

    • The repeal of section 108 of the Act.

Consequential amendments to Ontario Regulation 1015

Also in connection with this initiative, the Commission has made a regulation (the Regulation), pursuant to subsection 143(3) of the Act, that revokes, subject to the approval of the Minister, sections 166, 167, 170 and 171 of Regulation 1015 of the Revised Regulations of Ontario, 1990.

The Commission made this Regulation since similar provisions are now contained in NI 55-104.

Description of Provision
Ont. Reg. 1015
New Provision in NI
55-104
 
Exemption based on no holdings
s. 166
s. 9.4
 
Report of transfer by insider
s. 167
n/a
 
Reporting exemption (corporate group)
s. 170
s. 9.5
 
Executor exemption
s. 171
s. 9.6

Subject to Ministerial approval, the Regulation comes into force on the later of (a) the day the Regulation is filed; and (b) the day that NI 55-104 comes into force.

On March 18, 2010, the Minister approved the Regulation. The Regulation was filed with the Registrar on April 19, 2010. Accordingly, the Regulation comes into force on April 30, 2010.

Publication of related CSA staff notices

The Staff of the Commission expect to publish in the Bulletin and post on the Commission website the following Canadian Securities Administrators (CSA) staff notice on or before April 30, 2010:

    • CSA Staff Notice 55-315 Frequently Asked Questions (FAQs) about National Instrument 55-104 Insider Reporting Requirements and Exemptions (NI 55-104).

The following CSA Staff Notice is withdrawn, effective April 30, 2010:

    • CSA Staff Notice 55-314 Use of the terms "senior officer", "officer", and "insider" in National Instrument 55-101 Insider Reporting Exemptions

In May, CSA staff expect to publish the following:

    • CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and the System for Electronic Disclosure by Insiders (SEDI), which will replace CSA Staff Notice 55-308 Questions on Insider Reporting and CSA Staff Notice 55-310 Questions and Answers on the System for Electronic Disclosure by Insiders (SEDI); and

    • Revised CSA Staff Notice 55-312 Insider reporting guidelines for certain derivatives transactions (equity monetization).

April 23, 2010

{1} Also on that date, following discussions among Ministry staff and Commission staff, the Minister rejected a rule that purported to amend Multilateral Instrument 11-102 Passport System (MI 11-102). This rule had been made and delivered to the Minister in error, and is not necessary as MI 11-102 has not been adopted in Ontario.