Explanatory Notes
1 Amends chapter S-4 of the Revised Statutes of Alberta 2000.
2 Section 1 presently reads in part:
1 In this Act,
(d) "board of directors" includes
(i) the board of directors of a company,
(ii) the board of directors, if any, of each general partner of a limited partnership,
(iii) the board of directors of a promoter of an issuer that is not a company or a limited partnership, and
(iv) when used in relation to any other issuer not referred to in subclauses (ii) and (iii) that is not a company, persons acting in a capacity similar to that of a board of directors of a company;
(l) "control person" means any person or company that holds or is one of a combination of persons or companies that holds
(i) a sufficient number of any of the securities of an issuer so as to affect materially the control of that issuer, or
(ii) more than 20% of the outstanding voting securities of an issuer except where there is evidence showing that the holding of those securities does not affect materially the control of that issuer;
(n) "decision", when used in relation to the Commission or the Executive Director, means a direction, decision, order, ruling or other requirement made by the Commission or the Executive Director, as the case may be, under a power or right conferred by this Act or the regulations;
(o) "director", when used in relation to a person, includes a person acting in a capacity similar to that of a director of a company;
(w) "form of proxy" means a written or printed form that, on completion and execution by or on behalf of a security holder, becomes a proxy;
(aa) "insider" or "insider of a reporting issuer" means
(i) every director or senior officer of a reporting issuer,
(ii) every director or senior officer of an issuer that is itself an insider of a reporting issuer,
(iii) every subsidiary of a reporting issuer,
(iv) any person or company that
(A) beneficially owns, directly or indirectly, voting securities of a reporting issuer,
(B) exercises control or direction over voting securities of a reporting issuer, or
(C) beneficially owns, directly or indirectly, certain voting securities of a reporting issuer and exercises control or direction over certain other voting securities of a reporting issuer,
(v) a reporting issuer if it has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities, but a reporting issuer is not an insider of itself if the securities that it has purchased, redeemed or otherwise acquired have been cancelled and returned to its authorized but unissued capital, or
(vi) a person or company that is designated under section 10 or under the regulations as an insider;
(ff) "material change" means,
(i) when used in relation to an issuer other than an investment fund,
(A) a change in the business, operations or capital of the issuer that would reasonably be expected to have a significant effect on the market price or value of any of the securities of the issuer, or
(B) a decision to implement a change referred to in paragraph (A) made by the board of directors of the issuer or other persons acting in a similar capacity, or by senior management of the issuer who believe that confirmation of the decision by the board of directors or other persons acting in a similar capacity is probable,
(ii) when used in relation to an issuer that is an investment fund,
(A) a change in the business, operations or affairs of the issuer that would be considered important by a reasonable investor in determining whether to purchase or to continue to hold securities of the issuer, or
(B) a decision to implement a change referred to in paragraph (A) made
(I) by the board of directors of the issuer or the board of directors of the investment fund manager of the issuer or other persons acting in a similar capacity,
(II) by senior management of the issuer who believe that confirmation of the decision by the board of directors or other persons acting in a similar capacity is probable, or
(III) by senior management of the investment fund manager of the issuer who believe that confirmation of the decision by the board of directors of the investment fund manager of the issuer or other persons acting in a similar capacity is probable;
(ll) "officer" means a senior officer, assistant secretary, assistant comptroller or assistant treasurer of a company and includes any individual
(i) designated as an officer of a company by bylaw or similar authority, or
(ii) acting in a similar capacity to that of a senior officer, assistant secretary, assistant comptroller or assistant treasurer on behalf of an issuer or registrant;
(qq) "private mutual fund" means
(i) a mutual fund that is operated as an investment club,
(A) the shares or units of which are held by not more than 50 persons,
(B) the indebtedness of which has never been offered to the public,
(C) which does not pay or give any remuneration for investment advice or in respect of trades in securities or exchange contracts, except normal brokerage fees, and
(D) all of the members of which are required to make contributions in proportion to the shares or units each holds for the purpose of financing the club's operations,
(ii) a mutual fund that consists of
(A) a pooled fund maintained solely to serve registered retirement savings plans, registered home ownership savings plans, retirement income funds, deferred profit sharing plans, pension plans, or other such plans registered under the Income Tax Act (Canada),
(B) a common trust fund as defined by section 1(1)(g) of the Loan and Trust Corporations Act, or
(C) a pooled fund maintained by a trust corporation in which money belonging to various estates and trusts in its care are commingled with the authority of the settlor, testator or trustee for the purpose of facilitating investment, if no general solicitations are made with a view to the sale of a right to participate in the pooled fund,
that is administered by a trust corporation and that, but for the applicability of an exemption under the Alberta securities laws, would be registered as a portfolio manager, or that is administered by a trust corporation and
(D) has no promoter other than a trust corporation or an affiliate of a trust corporation, and
(E) has no manager other than a trust corporation, an affiliate of a trust corporation or a person or company that is a portfolio manager;
(ccc) "reporting issuer" means an issuer
(i) that has issued voting securities on or after October 1, 1967 in respect of which a prospectus was filed and a receipt for it obtained under a predecessor of this Act or in respect of which a securities exchange take-over bid circular was filed under a predecessor of this Act,
(ii) that has
(A) filed a prospectus and obtained a receipt for it under this Act, or
(B) filed a securities exchange take-over bid circular under this Act on or before June 1, 1999,
(iii) any of whose securities have been at any time since February 1, 1982 listed and posted for trading on an exchange recognized under section 62 by the Commission regardless of when the listing and posting for trading commenced,
(iv) whose existence continues following the exchange of securities of an issuer in connection with an amalgamation, merger, reorganization, arrangement or other statutory procedure where one of the issuers participating in the amalgamation, merger, reorganization, arrangement or other statutory procedure is a reporting issuer, or
(v) that the Commission has declared to be a reporting issuer under section 145;
(hhh) "self-regulatory organization" means a person or company that represents registrants and is organized for the purpose of regulating the operations and the standards of practice and business conduct of its members and their representatives;
(iii) "senior officer" means
(i) the chair or vice-chair of the board of directors, the president, vice-president, secretary, comptroller, treasurer or general manager of a company or any other individual who performs functions for an issuer similar to those normally performed by an individual occupying that office, and
(ii) each of the 5 highest paid employees of an issuer, including any individual referred to in subclause (i);
(kkk) "underwriter" means a person or company that,
(i) as principal, agrees to purchase securities with a view to distribution, or
(ii) as agent, offers for sale or sells securities in connection with a distribution,
(iii) a person or company whose interest in the transaction is limited to receiving the usual and customary distributor's or seller's commission payable by an underwriter or issuer,
(iv) a mutual fund that, under the laws of the jurisdiction to which it is subject, accepts its shares or units for surrender and resells them,
(v) a company that, under the laws of the jurisdiction to which it is subject, purchases its shares and resells them, or
(vi) a bank with respect to the securities described in the regulations and to those banking transactions designated by the regulations;
3 Section 7 presently reads:
7 The following are deemed to be an insider of a mutual fund:
(a) every management company of a mutual fund that is a reporting issuer;
(b) every distribution company of a mutual fund that is a reporting issuer;
(c) every insider of a management company or distribution company referred to in clauses (a) and (b).
4 Section 8 presently reads:
8(1) If an issuer becomes an insider of a reporting issuer, every director or senior officer of the issuer is deemed to have been an insider of the reporting issuer for the previous 6 months or for that shorter period during which the director or senior officer was a director or senior officer of the issuer.
(2) If a reporting issuer becomes an insider of any other reporting issuer, every director or senior officer of the second-mentioned reporting issuer is deemed to have been an insider of the first-mentioned reporting issuer for the previous 6 months or for that shorter period during which the director or senior officer was a director or senior officer of the second-mentioned reporting issuer.
5 Section 22(3) presently reads:
(3) For the purposes of sections 144, 145, 151, 153 and 212(2) of this Act, sections 1(7), 229(2) and 244(2) of the Cooperatives Act and sections 3(3), 156(2) and 171(3) of the Business Corporations Act, the Chair, a Vice-chair or any member of the Commission may, unless otherwise requested by the applicant, act alone in exercising and performing the powers and duties of the Commission.
6 Late filing of periodic disclosure.
7 Section 40(1) presently reads in part:
40(1) In this section, "party" means
(d) a manager or custodian of assets, shares or units of a mutual fund;
8 Section 58(1) presently reads in part:
58(1) Notwithstanding anything in section 59 or 60, the Executive Director may in writing appoint a person to examine the financial affairs, books, records and other documents of the following for the
purpose of determining if that person or company is complying with Alberta securities laws:
(i) a manager or a custodian of assets, shares or units of a mutual fund.
9 Section 76 presently reads:
76(1) Unless it appears to the Executive Director that
(a) an applicant is not suitable for registration, renewal of registration, reinstatement of registration or amendment of registration, or
(b) the proposed registration, renewal of registration, reinstatement of registration or amendment of registration is objectionable,
the Executive Director shall grant to the applicant the registration, renewal of registration, reinstatement of registration or amendment of registration being applied for.
(2) The Executive Director, in granting registration, renewal of registration, reinstatement of registration or amendment to registration, may do one or more of the following:
(a) restrict a registration of an applicant by imposing terms and conditions on the registration;
(b) restrict the duration of a registration of an applicant;
(c) restrict the registration of an applicant to trades in certain securities or exchange contracts or a certain class of securities or exchange contracts.
(3) The Executive Director shall not refuse to grant, renew, reinstate or amend registration for an applicant or impose terms and conditions on it without giving the applicant an opportunity to have a hearing before the Executive Director.
(4) The Executive Director may
(a) require any applicant or registrant to deliver to the Executive Director a bond within a specified time, or
(b) require a registrant who has previously delivered a bond to deliver a new bond to the Executive Director,
and the bond or new bond is to be in an amount and in a form that is satisfactory to the Executive Director.
10 Section 77 presently reads:
77(1) If after a hearing before the Commission, the Commission is of the opinion that a registrant has failed to comply with the Alberta securities laws or has failed to act in the public interest, the Commission may by order
(a) suspend, cancel, restrict or impose terms or conditions, or both, on the registration of the registrant, or
(b) reprimand the registrant.
(2) Where the Commission is to conduct a hearing referred to in subsection (1) it shall give the Executive Director
(a) prior notice of the hearing, and
(b) a copy of any order arising out of the hearing.
11 Section 78 presently reads:
78 Notwithstanding section 77 but subject to the regulations, the Executive Director may, on application by a registrant, accept, subject to those terms or conditions that the Executive Director may impose, the voluntary surrender of the registration of the registrant if the Executive Director
(a) is satisfied that the financial obligations of the registrant to its clients have been discharged, and
(b) considers that it would not be prejudicial to the public interest to accept the surrender of the registration.
12 Section 79 presently reads:
79 If registration has been refused, a further application to the Executive Director for registration may be made
(a) based on material not submitted to the Executive Director at the time of the previous application, or
(b) if the material circumstances have changed.
13 Section 80 presently reads:
80 An application for renewal or reinstatement of registration or for an amendment to registration shall
(a) be made in the form required by the regulations, and
(b) be accompanied with the fee prescribed by the regulations.
14 Section 81 presently reads:
81 An applicant shall state in the application for registration an address for service in Alberta.
15 Section 83 presently reads:
83(1) The Executive Director may refuse registration to an individual if the Executive Director is satisfied, on the basis of the statements in the application or from any other source of information, that the applicant
(a) has not been a resident of Canada for at least one year immediately prior to the date the application is made,
(b) is not a resident of Alberta at the date the application is made, or
(c) does not intend to make the applicant's permanent home in Alberta if the application is granted.
(2) Notwithstanding subsection (1), an individual may be registered if at the date the application is made that individual
(a) is registered in a capacity corresponding to that of a dealer, advisor, underwriter or salesperson under the laws of a province or territory governing securities or exchange contracts, and
(b) has been so registered for a period of not less than one year immediately preceding the date the application is made.
(3) The Executive Director may refuse registration to a company or person other than an individual if the Executive Director is satisfied, on the basis of the statements in the application or from any other
source of information available to the Executive Director, that one or more of its officers or directors
(a) has not been a resident of Canada for at least one year immediately prior to the date the application is made,
(b) is not a resident of Alberta at the date the application is made, or
(c) does not intend to make the officer's or director's permanent home in Alberta if the application is granted.
(4) Notwithstanding subsection (3), a company or person other than an individual may be registered if at the date the application is made one or more of its officers or directors not resident in Alberta is registered in a capacity corresponding to that of a dealer, advisor, underwriter or salesperson under the laws of a jurisdiction where the dealer, advisor, underwriter or salesperson has been so registered for a period of not less than one year immediately preceding the date the application is made.
(5) For the purposes of this section, an individual is not deemed to have given up the individual's residence in Canada or Alberta, as the case may be, by reason only of the individual's absence
(a) while serving as a member of the Canadian Forces, or
(b) while attending a university, college, school, institute or other educational institution.
16 Section 100 presently reads:
100 A person or company shall not, either directly or indirectly, hold out that the person or company is registered under this Act unless the person or company is registered under this Act.
17 Section 114 presently reads:
114(1) If an adverse material change occurs after a receipt for a preliminary prospectus is issued but before a receipt for the prospectus is issued, an amendment to that preliminary prospectus shall be filed within 10 days from the day that the change occurs.
(2) An amendment to a preliminary prospectus shall, promptly after it has been filed, be forwarded to each recipient of the preliminary prospectus according to the record maintained under section 125.
(3) An amendment to a preliminary prospectus filed under subsection (1) shall, immediately on filing, form part of the preliminary prospectus.
18 Section 115 presently reads:
115(1) If a material change occurs after a receipt for a prospectus is issued but prior to the completion of the distribution under that prospectus, an amendment to the prospectus shall be filed within 10 days from the day that the change occurs.
(2) The Executive Director may issue a receipt for an amendment filed under subsection (1) unless the Executive Director considers that it is not in the public interest to do so.
(3) The Executive Director shall not issue a receipt for an amendment filed under subsection (1) if it appears to the Executive Director that any of the circumstances set out in section 120(2) are present.
(4) An amendment to a prospectus filed under subsection (1) shall, immediately on a receipt being issued for the filing, form part of the prospectus.
19 Section 116 presently reads:
116(1) A preliminary prospectus, a prospectus and an amendment to a prospectus filed with the Executive Director shall contain a certificate signed
(a) in the case of a company, by
(i) the chief executive officer,
(ii) the chief financial officer, and
(iii) any 2 directors, other than those persons referred to in subclauses (i) and (ii), who are duly authorized by the board of directors to sign on behalf of the board of directors,
(b) in the case of an issuer other than a company, by the persons who perform the functions for the issuer that are similar to the functions performed by the persons referred to in clause (a),
(c) by the person or company who is a promoter or guarantor of the issuer, if any, and
(d) by any other person as the Executive Director requires.
(2) A certificate referred to in subsection (1) that is contained in a preliminary prospectus or a prospectus shall state the following:
(3) A certificate referred to in subsection (1) that is contained in an amendment to a prospectus shall state the following:
The foregoing, together with the prospectus dated _________________, constitutes full, true and plain disclosure of all material facts relating to the securities offered by the prospectus as required by Part 9 of the Securities Act and the regulations under it.
(4) A prospectus filed under section 110(2) shall contain a certificate signed
(a) in the case of a company, by
(i) the chief executive officer,
(ii) the chief financial officer, and
(iii) any 2 directors, other than those persons referred to in subclauses (i) and (ii), who are duly authorized by the board of directors to sign on behalf of the board of directors,
(b) in the case of an issuer other than a company, by the persons who perform the functions for the issuer that are similar to the functions performed by the persons referred to in clause (a),
(c) by the person or company that is a promoter or guarantor of the issuer, if any, and
(d) by any other person as the Executive Director requires.
(5) A certificate referred to in subsection (4) shall state the following:
(6) Notwithstanding subsection (1) or (4), if the Executive Director is satisfied that
(a) subsection (1) or (4) can not be complied with, and
(b) the preliminary prospectus, prospectus or amendment to a prospectus, as the case may be, meets all other requirements for filing,
the Executive Director may waive the requirements of subsection (1) or (4), as the case may be, and prescribe specific signing requirements in respect of that preliminary prospectus, prospectus or amendment to a prospectus.
(7) Where a certificate is to be signed under this section, the Executive Director may require a person or company to sign that certificate if the person or company
(a) was a promoter of the issuer within the 2 preceding years, or
(b) is a guarantor of the securities being distributed.
(8) Notwithstanding subsection (1) or (4), the Executive Director may
(a) exempt a promoter or the guarantor from the signing requirements of this section, or
(b) authorize an agent of the promoter or the guarantor duly appointed in writing by the promoter or the guarantor for the purpose to sign the certificate on behalf of the promoter or the guarantor.
20 Section 117 presently reads:
117(1) If there is an underwriter, a preliminary prospectus and a prospectus shall contain a certificate in the following form, signed by the underwriter who, with respect to the securities offered by the prospectus, is in a contractual relationship with the issuer or security holder whose securities are being offered by the prospectus:
To the best of our knowledge, information and belief, the foregoing constitutes full, true and plain disclosure of all material facts relating to the securities offered by this
prospectus as required by Part 9 of the Securities Act and the regulations under it.
(2) If there is an underwriter, an amendment to a prospectus shall contain a certificate in the following form, signed by the underwriter who, with respect to the securities offered by the prospectus, is in a contractual relationship with the issuer or security holder whose securities are being offered by the prospectus:
To the best of our knowledge, information and belief, the foregoing, together with the prospectus dated ____________, contains full, true and plain disclosure of all material facts relating to the securities offered by the prospectus as required by Part 9 of the Securities Act and the regulations under it.
(3) Notwithstanding subsections (1) and (2), the Executive Director may authorize an agent of an underwriter duly appointed in writing by the underwriter for the purpose to sign the certificate on behalf of the underwriter.
21 Section 118 presently reads:
118(1) Every prospectus shall contain
(a) a statement of the rights given to a purchaser by sections 130 and 203, and
(b) a statement of the limits on the time within which an action to enforce a right under section 203 must be commenced.
(2) Every prospectus of a mutual fund shall contain, in addition to the statements required under subsection (1), a statement of the rights given to the purchaser by section 210.
22 Section 120 presently reads:
120(1) The Executive Director may issue a receipt for a prospectus filed under this Part unless the Executive Director considers that it is not in the public interest to do so.
(2) The Executive Director shall not issue a receipt under subsection (1) if it appears to the Executive Director that
(a) the prospectus or any document required to be filed with it
(i) fails to comply in any substantial respect with any of the requirements of this Part or the regulations,
(ii) contains any statement, promise, estimate or forecast that is misleading, false or deceptive, or
(iii) contains a misrepresentation,
(b) an unconscionable consideration has been paid or given or is intended to be paid or given for promotional purposes or for the acquisition of property,
(c) the proceeds from the sale of the securities to which the prospectus relates that are to be paid into the treasury of the issuer, together with other resources of the issuer, are insufficient to accomplish the purpose of the issue stated in the prospectus,
(d) having regard to the financial condition of the issuer or an officer, director, promoter or a person or company or combination of persons or companies holding sufficient of the securities of the issuer to affect materially the control of the issuer, the issuer cannot reasonably be expected to be financially responsible in the conduct of its business,
(e) the past conduct of the issuer or an officer, director, promoter or a person or company or combination of persons or companies holding sufficient of the securities of the issuer to affect materially the control of the issuer affords reasonable grounds for belief that the business of the issuer will not be conducted with integrity and in the best interests of its security holders,
(f) an escrow or pooling agreement that the Executive Director considers necessary or advisable with respect to securities has not been entered into,
(g) an agreement that the Executive Director considers necessary or advisable to accomplish the objects indicated in the prospectus for the holding in trust of the proceeds payable to the issuer from the sale of the securities pending the distribution of the securities has not been entered into,
(h) in the case of a prospectus filed by a finance company
(i) the plan of distribution of the securities offered is not in the public interest,
(ii) the securities offered are not secured in a manner, on those terms and by those means as are required by the regulations, or
(iii) the finance company does not meet those financial and other requirements and conditions that are specified in the regulations,
or
(i) a person or company that
(i) has prepared or certified any part of the prospectus, or
(ii) is named as having prepared or certified a report or valuation used in or in connection with a prospectus
(3) No person or company filing a prospectus shall be refused a receipt for that prospectus without an opportunity to have a hearing before the Executive Director.
(4) If in the opinion of the Executive Director a preliminary prospectus, pro forma prospectus or prospectus raises
(a) a material question involving the public interest, or
(b) a question of interpretation respecting a provision of subsection (2) not previously considered by the Commission,
that might result in the Executive Director refusing to direct the issue of a receipt, the Executive Director may refer the question to the Commission for determination.
(5) For the purpose of referring a question to the Commission, the Executive Director shall submit to the Commission
(a) a written statement setting out the question,
(b) a written statement of the facts on which the question is based, and
(c) any additional material
(i) that the Executive Director considers necessary for the determination of the question, or
(ii) that is requested by the Commission.
(6) On receipt by the Commission of the question, the statement of the facts and any additional material submitted under subsection (5), the Commission shall promptly serve on those persons or companies that in the opinion of the Commission should be served,
(a) a copy of the question, and
(b) any other material that the Commission considers necessary.
(7) The Commission after hearing the matter shall decide the question.
(8) Subject to any order of the Court of Appeal made under section 38, the decision of the Commission on the question is binding on the Executive Director.
23 Section 121 presently reads:
121(1) In this section, "lapse date" means
(a) in the case of a prospectus, the date on which a prospectus ceases to be valid for the distribution of securities for which the prospectus was filed, and
(b) in the case of a summary statement, the date on which a summary statement ceases to be valid for the distribution of securities for which the summary statement was filed.
(2) Subject to subsection (6), a distribution of a security to which section 110(1) applies shall not continue after the lapse date of the prospectus that relates to that security unless a new prospectus that complies with this Part is filed and the Executive Director has issued a receipt for it.
(3) For the purposes of subsection (2), the lapse date of a prospectus is the date provided for in the regulations.
(4) Notwithstanding subsection (2), the Executive Director may by order restrict the period of time to less than 12 months within which securities may be distributed pursuant to a prospectus.
(5) If the Executive Director has made an order under subsection (4), the Executive Director may extend the period of time stated in the order to a period of time that is not greater than that allowed under subsection (2).
(6) A distribution may be continued for a further 12 months beyond the lapse date of a prospectus if
(a) a pro forma prospectus prepared in accordance with the regulations is filed not less than 30 days prior to the lapse date of the prospectus,
(b) a new prospectus is filed within 10 days following the lapse date of the prospectus, and
(c) a receipt for the new prospectus referred to in clause (b) is issued by the Executive Director within the 20 days following the lapse date of the prospectus.
(7) Subject to any extension granted under subsection (9), all trades completed in reliance on subsection (6) after the lapse date may be cancelled at the option of the purchaser if any of the conditions to
the continuation of a distribution under subsection (6) are not complied with.
(8) A purchaser must exercise the purchaser's option under subsection (7) within 90 days from the day on which the purchaser became aware that a condition under subsection (6) was not complied with.
(9) The Commission may, on an application of a reporting issuer, extend the time limits prescribed under subsection (6) if the Commission considers that it would not be prejudicial to the public interest to do so.
24 Section 124 presently reads:
124 Any dealer acting under section 123 shall, in addition to the requirements of section 123(c), send a copy of the preliminary prospectus to each prospective purchaser who, without solicitation,
(a) indicates an interest in purchasing the security, and
(b) requests a copy of the preliminary prospectus.
25 Section 125 presently reads:
125 A dealer acting under section 123 shall maintain a record of the names and addresses of all persons and companies to whom the preliminary prospectus has been forwarded.
26 Section 126 presently reads in part:
(2) An order made under subsection (1) remains in force until a revised preliminary prospectus satisfactory to the Executive Director is filed and forwarded to each recipient of the defective preliminary prospectus who was shown on the record maintained under section 125 to have received the defective preliminary prospectus.
27 Section 129 presently reads:
129 A dealer, not acting as an agent of the purchaser, who receives an order or subscription for a security offered in a distribution to which section 110(1) or 121 applies, unless the dealer has previously done so, shall send to a purchaser of the security the latest prospectus and any amendment to the prospectus filed either
(a) before entering into an agreement of purchase resulting from the order or subscription, or
(b) not later than midnight on the 2nd day, exclusive of Saturdays and holidays, after entering into the agreement.
28 Section 130 presently reads:
130(1) An agreement to purchase securities offered in a subscription to which section 110(1) or 121 applies is not binding on the purchaser if the dealer receives, not later than midnight on the 2nd day exclusive of Saturdays and holidays, after receipt by the purchaser of the latest prospectus or any amendment to the prospectus, notice in writing that the purchaser does not intend to be bound by the agreement of purchase.
(2) A beneficial owner who is not the purchaser under this section may exercise the same rights under subsection (1) as may be exercised by a purchaser.
(3) A purchaser referred to in subsection (1) who is not the beneficial owner of the securities shall advise the person or company that is the beneficial owner of the securities of the provisions of subsections (1) and (2).
(4) Subsection (3) only applies if the purchaser knows the name and address of the beneficial owner of the securities.
(5) Subsections (1) to (3) do not apply if the beneficial owner of the securities is a registrant.
(6) The receipt of the notice referred to in subsection (1) by a dealer is deemed to be receipt of the notice by the vendor of the security.
(7) The onus of proving that the time for giving notice under subsection (1) has expired is on the dealer from whom the purchaser has agreed to purchase the security.
29 Section 141 presently reads:
141(1) Subject to subsection (3), for the purpose of determining whether an issuer is a reporting issuer and, if so, whether the reporting issuer is not in default of filing any issuer profile supplement or financial statements required by this Act or the regulations or paying the prescribed fees and charges, a person or company is entitled
(a) to apply to the Executive Director for a certificate issued for this purpose in accordance with section 218, and
(b) subject to subsection (3), to rely on the certificate so issued.
(2) Subject to subsection (3), for the purpose of determining whether a reporting issuer is not in default of filing any issuer profile supplement or financial statements required by this Act or the regulations or paying the prescribed fees and charges, a person or company is entitled to rely on a list of defaulting reporting issuers that is
(a) maintained by the Commission for public inspection, and
(b) open to inspection at the office of the Commission during its normal business hours.
(3) No person or company that knows or ought reasonably to know that a reporting issuer is in default may rely on the certificate referred to in subsection (1) or on the list referred to in subsection (2).
30 Section 146 presently reads:
146 When a material change occurs with respect to a reporting issuer, the reporting issuer shall make disclosure of the material change as provided under the regulations.
31 Sections 149 to 152 presently read:
149 A reporting issuer shall file financial statements
(a) prepared, reviewed and approved as provided for under the regulations, and
(b) accompanied with those reports, if any, that are required under the regulations.
150 A reporting issuer must, in accordance with the regulations, send financial statements to those persons and companies that under the regulations are to be provided with the financial statements.
151 On the application of a reporting issuer or other interested person or company or on the motion of the Executive Director, the Commission may, where the Commission considers that it would not be prejudicial to the public interest to do so, make an order exempting, in whole or in part, any reporting issuer or class of reporting issuers from a requirement of this Part or the regulations relating to a requirement of this Part if
(a) the requirement conflicts with a requirement of the laws of the jurisdiction under which the reporting issuer or class of reporting issuers is incorporated, organized or continued,
(b) the reporting issuer or class of reporting issuers ordinarily distributes financial information to holders of its securities in a different form or at different times from those required by this Part, or
(c) the Commission is otherwise satisfied in the circumstances of the particular case that there is adequate justification for so doing.
152 If the regulations require a reporting issuer to provide information that is in addition to the information referred to in sections 146 to 151, the reporting issuer must, with respect to that additional information, do so in accordance with the regulations governing the preparation, form, content, review, audit, approval, certification, filing, delivery and use of information to or in respect of security holders under this Part.
32 Section 154 presently reads:
154 In this Part,
(b) "solicit" and "solicitation" include
(i) any request for a proxy whether or not accompanied with or included in a form of proxy,
(ii) any request to execute or not to execute a form of proxy or to revoke a proxy,
(iii) the sending or delivery of a form of proxy or other communication to a security holder under circumstances reasonably calculated to result in the procurement, withholding or revocation of a proxy, or
(iv) the sending or delivery of a form of proxy to a security holder pursuant to the regulations,
(v) the sending or delivery of a form of proxy to a security holder in response to an unsolicited request made by the security holder or on the security holder's behalf, or
(vi) the performance by any person or company of administrative or professional services on behalf of a person or company soliciting a proxy.
33 Repeals sections dealing with take-over bids and issuer bids.
34 Sections 176 to 178 presently read:
176(1) Every offeror, other than an offeror under a formal bid, that acquires beneficial ownership of, or the power to exercise control or direction over,
(a) voting or equity securities of any class of a reporting issuer, or
(b) securities convertible into voting or equity securities of any class of a reporting issuer,
that, together with the offeror's securities of that class, would constitute 10% or more of the outstanding securities of that class, shall
(c) promptly issue and file with the Executive Director a news release containing the information prescribed by the regulations, and
(d) within 2 business days from the day of the acquisition file with the Executive Director a report containing the same information contained in the news release issued under clause (c).
(2) Where an offeror is required to file a report under subsection (1) and
(a) the offeror or any person or company acting jointly or in concert with the offeror acquires
(i) beneficial ownership of,
(ii) the power to exercise control or direction over, or
(iii) securities convertible into,
(b) there is a change in a material fact in that report,
the offeror that filed that report shall
(c) promptly issue and file with the Executive Director a news release containing the information prescribed by the regulations, and
(d) within 2 business days from the day of the occurrence of the change in respect of which the report was made file with the Executive Director the same information as is contained in the news release issued under clause (c).
(3) After the filing of a report under subsection (2) by an offeror, every time that
(a) the offeror or any person or company acting jointly or in concert with the offeror acquires
(i) beneficial ownership of,
(ii) the power to exercise control or direction over, or
(iii) securities convertible into,
(b) there is a change in a material fact in the latest report filed under this section,
that offeror shall
(c) promptly issue and file with the Executive Director a news release containing the information prescribed by the regulations, and
(d) within 2 business days from the day of the occurrence of the change in respect of which the report was made file with the Executive Director the same information as is contained in the news release issued under clause (c).
(4) During the period
(a) commencing on the occurrence of an event in respect of which a report or a further report is required to be filed pursuant to this section, and
(b) terminating on the expiry of one business day from the date that the report or further report is filed in accordance with the requirements of this section,
neither the offeror that is required to file the report or further report nor any person or company acting jointly or in concert with the offeror shall offer to acquire or acquire beneficial ownership of or the power to exercise control or direction over
(c) any securities of the class in respect of which the report or further report is required to be filed, or
(d) any securities convertible into securities of the class referred to in clause (c).
(5) Subsection (4) does not apply to an offeror that
(a) is the beneficial owner of, or
(b) has the power to exercise control or direction over,
securities that, together with that offeror's securities of that class, constitute 20% or more of the outstanding securities of that class.
177(1) If, during the period
(a) after the commencement of a formal bid that is made for the voting or equity securities of an offeree issuer that is a reporting issuer, and
(b) prior to the expiration of the bid referred to in clause (a),
an offeror, other than a person or company making the formal bid, acquires beneficial ownership of, or the power to exercise control or direction over, securities of the class subject to the bid that, when added to that offeror's securities of that class, total 5% or more of the outstanding securities of that class, that offeror shall
(c) not later than the opening of trading on the next business day issue a news release containing the information prescribed by the regulations, and
(d) promptly file a copy of the news release with the Executive Director.
(2) Where
(a) an offeror that is required to file a news release under subsection (1), or
(b) any person or company acting jointly or in concert with the offeror,
acquires beneficial ownership of, or control or direction over, securities of the class that are subject to the bid that, when added to the securities of that class acquired after the filing of that news release by the offeror and any person or company acting jointly or in concert with that offeror, total an additional 2% or more of the outstanding securities of that class, the offeror shall
(c) not later than the opening of trading on the next business day issue a further news release containing the information prescribed by the regulations, and
(d) promptly file a copy of the news release with the Executive Director.
(3) After the filing of a news release under subsection (2) by an offeror, every time that the offeror or any person or company acting jointly or in concert with the offeror acquires beneficial ownership of, or control or direction over, securities of the class that are subject to the bid that, when added to the securities of that class acquired after the filing of the latest news release filed under this section by the offeror and any person or company acting jointly or in concert with that offeror, total an additional 2% or more of the outstanding securities of the class, that offeror shall
(a) not later than the opening of trading on the next business day issue a further news release containing the information prescribed by the regulations, and
(b) promptly file a copy of the news release with the Executive Director.
178 Where the facts
(a) required to be reported, or
(b) in respect of which a news release is required to be filed,
under sections 176 and 177 are identical, a report or news release is required only under the provision requiring the earlier report or news release, as the case may be.
35 Section 179 presently reads:
179(1) On application of an interested person, the Commission may, where it is of the opinion that a person or company has not complied or is not complying with this Part or the regulations made in respect of this Part, by order do one or more of the following:
(a) restrain the distribution of any document or any advertisement used or issued in connection with a bid;
(b) require
(i) an amendment or correction to or variation of any document or advertisement used or issued in connection with a bid, and
(ii) the distribution of any amended, corrected or varied document or advertisement referred to in subclause (i);
(c) direct any person or company to comply with this Part or the regulations made in respect of this Part;
(d) restrain any person or company from contravening this Part or the regulations made in respect of this Part;
(e) direct the directors and senior officers of the person or company to cause the person or company to comply with or to cease contravening this Part or the regulations made in respect of this Part.
(2) On an application by any interested person, the Commission may by order do one or more of the following:
(a) notwithstanding section 168(2), permit an agreement, commitment or understanding to be entered into or made with a selling security holder on determining that the agreement, commitment or understanding is being made for reasons other than to increase the value of the consideration to be paid to the selling security holder for that holder's securities;
(b) vary the time periods set out in this Part and the regulations made in respect of this Part;
(c) exempt any person or company from any requirement of this Part or the regulations made in respect of this Part if the Commission considers that it would not be prejudicial to the public interest to do so.
(3) An order made under subsection (2)(c) shall be retroactive in effect if the order so provides.
36 Section 180 presently reads:
180(1) On the application of an interested person, the Court of Queen's Bench, where it is satisfied that a person or company has not complied with this Part or the regulations made in respect of this Part, may make an interim or final order
(a) compensating any interested person who is a party to the application for damages suffered as a result of a contravention of this Part or the regulations made in respect of this Part;
(b) rescinding a transaction with any interested person, including the issue of a security or a purchase and sale of a security;
(c) requiring any person or company to dispose of any securities acquired pursuant to or in connection with a bid;
(d) prohibiting any person or company from exercising any or all of the voting rights attaching to any securities;
(e) requiring the trial of an issue;
(f) respecting any matter not referred to in clauses (a) to (e) that the Court considers proper.
(2) The applicant shall give the Executive Director notice of an application being made under subsection (1).
(3) The Executive Director is entitled to appear at an application made under this section and to make representations.
37 Section 181 presently reads:
181(1) In this Part,
(a) "mutual fund" means, except in section 185, a mutual fund that is a reporting issuer;
(b) "related mutual funds" includes more than one mutual fund under common management;
(c) "related person or company" means, in relation to a mutual fund, a person in whom or a company in which, the mutual fund, its management company and its distribution company are prohibited by this Part from making any investment.
(2) For the purposes of this Part,
(a) any issuer in which
(i) a mutual fund holds in excess of 10% of the voting securities, or
(ii) a mutual fund and related mutual funds hold in excess of 20% of the voting securities,
(b) the acquisition or disposition of a put, call or other option with respect to a security is deemed to be a change in the beneficial ownership of the security to which the put, call or other option relates;
(c) with respect to reporting under section 182, ownership is deemed to pass at the time
(i) an offer to sell is accepted by the purchaser or the purchaser's agent, or
(ii) an offer to buy is accepted by the vendor or the vendor's agent.
38 Section 182 presently reads:
182(1) Subject to the regulations, a person or company that becomes an insider of a reporting issuer, other than a mutual fund, shall file a report with the Executive Director disclosing any direct or indirect beneficial ownership of or control or direction over securities of the reporting issuer.
(2) Subject to the regulations, an insider
(a) who has filed or is required to file a report under this section or any predecessor of it, and
(b) whose direct or indirect beneficial ownership of or control or direction over securities of the reporting issuer changes from that shown or required to be shown in the report or in the latest report filed by the insider under this section or any predecessor of it,
shall file with the Executive Director a report of the following:
(c) the insider's direct or indirect beneficial ownership of or the insider's control or direction over securities of the reporting issuer;
(d) the transfer, if any, of the insider's securities of the reporting issuer into the name of an agent, nominee or custodian other than giving collateral for a bona fide debt;
(e) the change or changes in the report or latest report, as the case may be, setting out those details of each transaction that are required by the regulations.
(3) Subject to the regulations, a person or company that becomes an insider of a reporting issuer by reason of section 8 shall file with the Executive Director the reports required by subsections (1) and (2) of this section for the previous 6 months or such shorter period that the person or company was a director or senior officer of the reporting issuer.
39 Early warning.
40 Section 183 presently reads:
183 If voting securities are registered in the name of a person or company other than the beneficial owner and the person or company knows that
(a) the securities are beneficially owned by an insider, and
(b) the insider has failed to file a report of ownership as required by this Part,
the person or company shall file with the Executive Director a report in accordance with the regulations unless the transfer to the person or company was for the purpose of giving collateral for a bona fide debt.
41 Section 187 presently reads:
187 The Commission may, if it is satisfied that a particular investment or class of investment is in fact in the best interests of a mutual fund, order that section 185 or 186 does not apply to that investment or class of investment.
42 Standard of care for management of investment fund.
43 Authorized exceptions to prohibitions. Oversight, etc., of investment funds.
44 Section 198 presently reads:
198(1) Where the Commission considers that it is in the public interest to do so, the Commission may order one or more of the following:
(a) that trading in or purchasing cease in respect of any security or exchange contract as specified in the order;
(b) that a person or company cease trading in or purchasing securities, exchange contracts, specified securities or a class of securities or exchange contracts as specified in the order;
(c) that any or all of the exemptions contained in the Alberta securities laws do not apply to the person or company named in the order;
(d) that a person resign one or more positions that the person holds as a director or officer of an issuer;
(e) that a person is prohibited from becoming or acting as a director or officer or as both a director and an officer of any issuer;
(f) that a person or company is prohibited from disseminating to the public, or authorizing the dissemination to the public of, any information, document, record or other material of any kind that is described in the order;
(g) that a person or company disseminate to the public, by the method, if any, described in the order, the information, document, record or other material relating to the affairs of the registrant or issuer that the Commission considers must be disseminated;
(h) that a person or company amend, in the manner specified in the order, any information or record of any kind disseminated to the public as described in the order;
(i) if a person or company has not complied with the Alberta securities laws, that the person or company pay to the Commission any amounts obtained or payments or losses avoided as a result of the non-compliance.
(1.1) The Commission may, after providing an opportunity to be heard, make an order under subsection (1)(a) to (e) against a person or company if the person or company
(a) has been convicted of a criminal offence arising from a transaction, business or course of action related to securities or exchange contracts,
(b) has been found by a court inside or outside Alberta to have contravened the Alberta securities laws or the securities laws of another jurisdiction, or
(c) has been found by a securities commission or other person or body empowered by statute to regulate trading in securities or exchange contracts or to administer, regulate or enforce securities laws of another province or territory of Canada to have contravened the securities laws of that province or territory.
(2) An order under subsection (1) is subject to any terms and conditions that the Commission may impose.
(3) The Commission shall not make an order under subsection (1) without conducting a hearing.
45 Section 199 presently reads:
199(1) If the Commission, after a hearing,
(a) determines that a person or company has contravened or failed to comply with any provision of the Alberta securities laws, and
(b) considers it to be in the public interest to make the order,
the Commission may order the person or company to pay an administrative penalty of not more than $1 000 000 for each contravention or failure to comply.
(2) The Commission may make an order pursuant to this section notwithstanding the imposition of any other penalty or sanction on the person or company or the making of any other order by the Commission related to the same matter.
46 Section 203 presently reads in part:
203(1) If a prospectus contains a misrepresentation, a purchaser who purchases a security offered by it during the period of distribution is deemed to have relied on the misrepresentation and has a right of action for damages against
(a) the issuer or a selling security holder on whose behalf the distribution is made,
(b) each underwriter of the securities who is required to sign the certificate referred to in section 117,
(c) every director of the issuer at the time the prospectus was filed,
(d) every person or company whose consent has been filed pursuant to a requirement of the regulations but only with respect to reports, opinions or statements that have been made by them, and
(e) every person or company, other than the ones referred to in clauses (a) to (d), who signed the prospectus.
(2) If a prospectus contains a misrepresentation, a purchaser who purchases a security offered by it during the period of distribution is deemed to have relied on the misrepresentation and has a right of action for rescission against
(a) the issuer or a selling security holder on whose behalf the distribution is made,
(b) each underwriter of the securities who is required to sign the certificate referred to in section 117, and
(c) any other underwriter of the securities.
47 Section 205 presently reads in part:
205(1) If a take-over bid circular or a notice of change or variation that is sent to the holders of securities of an offeree issuer or to the holders of securities convertible into securities of an offeree issuer as required by Part 14 contains a misrepresentation, each of those holders
(a) is deemed to have relied on the misrepresentation, and
(b) may elect to exercise a right of action
(i) for rescission or damages against the offeror, or
(ii) for damages against
(A) every person who, at the time the circular or notice was signed, was a director of the offeror,
(B) every person or company whose consent has been filed pursuant to a requirement of the regulations, but only with respect to reports, opinions or statements that have been made by them, and
(C) each person, other than the ones referred to in paragraph (A), who signed a certificate in the circular or notice.
(2) If a directors' circular or an individual director's or officer's circular or any notice of change or variation to one of those circulars sent to security holders of an offeree issuer as required by Part 14 contains a misrepresentation, each of the persons or companies to whom the circular or notice was sent is deemed to have relied on the misrepresentation, and
(a) in respect of a misrepresentation in a directors' circular or a notice of change or variation to it, has a right of action for damages against
(i) every director or officer who signed the circular or notice of change or variation, and
(ii) every person or company whose consent has been filed pursuant to a requirement of the regulations, but only with respect to reports, opinions or statements that have been made by them,
and
(b) in respect of a misrepresentation in an individual director's or officer's circular or a notice of change or variation to it, has a right of action for damages against
(i) every director or officer who signed the circular or notice of change or variation, and
(ii) every person or company whose consent has been filed pursuant to the regulations, but only with respect to reports, opinions or statements that have been made by them.
(10) If the offeror,
(a) in a take-over bid exempted from the provisions of Part 14 by section 161(1)(a), or
(b) in an issuer bid exempted from the provisions of Part 14 by section 162(e),
is required by the bylaws, regulations or policies of the exchange through the facilities of which the take-over bid or issuer bid is made, to file with the exchange or to send to the security holders of an offeree issuer a disclosure document, the disclosure document is deemed, for the purposes of this section, to be a take-over bid circular or issuer bid circular, as the case may be, sent to the security holders as required by Part 14.
48 Defence to liability for misrepresentation.
49 Section 206 presently reads in part:
206 A person who is
(a) a purchaser of a security to whom a prospectus was required to be sent in compliance with section 129, but was not so sent,
(b) a security holder of an offeree issuer or another person or company that is not a security holder of an offeree issuer to which
(iii) a notice of change or variation to that bid or circular referred to in subclause (i) or (ii)
50 Section 208 presently reads in part:
(3) On application by the Executive Director or by any person or company that was at the time of a transaction referred to in section 207(7), or is at the time of the application, a security holder of the mutual fund, the Court of Queen's Bench may make an order,
(a) requiring the Executive Director, or
(b) authorizing the person or company or the Executive Director,
to commence and prosecute or to continue an action in the name of and on behalf of the mutual fund to enforce the liability created by section 207(7).
(4) The Court shall not make an order under subsection (3) unless it is satisfied that
(a) the Executive Director or the person or company has reasonable grounds for believing that the mutual fund has a cause of action under section 207(7), and
(b) the mutual fund has either
(i) refused or failed to commence an action under section 207(7) within 60 days from the day that it received a written request from the Executive Director or the person or company to do so, or
(ii) failed to prosecute diligently an action commenced by it under section 207(7).
(5) If an action under section 207(5) or (7) is commenced, commenced and prosecuted or continued, by a board of directors of a reporting issuer, the Court of Queen's Bench may order that the costs properly incurred by the board of directors in commencing, commencing and prosecuting or continuing the action, as the case may be, shall be paid by the reporting issuer, if the Court is satisfied that the action was, on its face, in the best interests of the reporting issuer and its security holders.
(9) Notice of every application under subsection (1) or (3) must be given to the Executive Director, the reporting issuer, or the mutual fund, as the case may be, and each of them may appear and be heard.
(10) In every action commenced, commenced and prosecuted or continued by the Executive Director under this section, the reporting issuer or mutual fund, as the case may be, shall provide to the Executive Director all books, records, documents and other material or information
(a) that are
(i) known to the reporting issuer or mutual fund, or
(ii) reasonably ascertainable by the reporting issuer or mutual fund, and
(b) that are relevant to the action.
51 Section 210 presently reads:
210(1) Every purchaser of a security of a mutual fund may, if the amount of the purchase does not exceed the sum of $50 000, rescind the purchase.
(2) A purchaser may rescind a purchase under subsection (1) by sending written notice of the rescission to the registered dealer from whom the purchase was made within
(a) 48 hours from the time the purchaser received the confirmation for a lump sum purchase, or
(b) 60 days from the day the purchaser received the confirmation for the initial payment under a contractual plan.
(3) Subject to subsection (5), the amount the purchaser is entitled to recover on exercise of the right to rescind under this section shall not exceed the net asset value of the securities purchased at the time the right to rescind is exercised.
(4) The right to rescind a purchase made under a contractual plan may be exercised only with respect to payments scheduled to be made within the time specified in subsection (2) for rescinding a purchase made under a contractual plan.
(5) Every registered dealer from whom the purchase was made shall reimburse the purchaser who has exercised the purchaser's right of rescission in accordance with this section for the amount of sales charges and fees relevant to the investment of the purchaser in the mutual fund in respect of the shares or units of which the notice of rescission was given.
52 Addition of Part dealing with civil liability for secondary market disclosure.
53 The heading to Part 17.1 presently reads:
Interjurisdictional Compliance
54 Section 211.1 presently reads in part:
211.1(1) In this Part,
(b) "extra-provincial authority" means any power, function or duty of an extra-provincial securities commission that is, or is intended to be, performed or exercised by that commission under the extra-provincial securities laws under which that commission operates;
55 Section 211.2 presently reads:
211.2(1) In accordance with section 211.6 and subject to subsection (2), the Commission, for the purposes of this Part,
(a) may delegate any Alberta authority to an extra-provincial securities commission, and
(b) may accept a delegation of any extra-provincial authority from an extra-provincial securities commission.
(2) The Commission must not delegate any power, function or duty of the Commission or of the Executive Director that is, or is intended to be, performed or exercised by the Commission or the Executive Director under section 10, Part 1, section 66, this Part or section 224 or 224.1.
56 Section 211.4 presently reads:
211.4(1) In accordance with section 211.6, the Commission may adopt or incorporate as Alberta securities laws all or any provisions of any extra-provincial securities laws to be applied to
(a) persons or companies whose primary jurisdiction is that extra-provincial jurisdiction, or
(b) securities or trades both in Alberta and that extra-provincial jurisdiction.
(2) Where the Commission adopts or incorporates an extra-provincial securities law under subsection (1), it may adopt or incorporate it, as amended from time to time, whether before or after the adoption or incorporation, and with the necessary changes.
57 Sections 211.41 and 211.42 presently read:
211.41 In accordance with section 211.6, the Commission may by order exempt a person, company, security or trade or a class of persons, companies, securities or trades from compliance with all or any requirements of Alberta securities laws if the person, company, security or trade or class of persons, companies, securities or trades, as the case may be, is in compliance with the applicable extra-provincial securities laws designated by the Commission.
211.42 In accordance with section 211.6, the Commission may by order exempt a person, company, security or trade or a class of persons, companies, securities or trades from compliance with all or any requirements of Alberta securities laws if the person, company, security or trade or class of persons, companies, securities or trades, as the case may be, is in compliance with all or any provision of any foreign securities laws designated by the Commission.
58 Section 211.5 presently reads:
211.5(1) In accordance with section 211.6, the Commission may, without providing an opportunity to be heard, by order adopt a decision or class of decisions of an extra-provincial securities commission.
(2) A decision adopted under subsection (1) is enforceable in Alberta in the same manner and to the same extent as a decision of the Commission.
59 Section 211.6 presently reads in part:
211.6(1) The Lieutenant Governor in Council may make regulations respecting
(a) the delegation of any Alberta authority to an extra-provincial securities commission;
(b) the acceptance by the Commission of any delegation of an extra-provincial authority from an extra-provincial securities commission;
(c) any amendments to, or the revocation of, any delegation or acceptance of a delegation referred to in clause (a) or (b);
(d) the adoption or incorporation of extra-provincial securities laws under section 211.4, including the administration of those laws once adopted or incorporated;
(e) the administration of exemptions from Alberta securities laws under sections 211.41 and 211.42;
(f) the adoption of decisions of extra-provincial securities commissions under section 211.5, including the administration of those decisions once adopted;
(g) the administration of extra-provincial securities laws arising from or as a result of any matters described in clauses (a) to (f).
60 Section 217(4) presently reads:
(4) If a document referred to in subsection (1) is sent to a person or company by prepaid post and is returned on 3 successive occasions because the person or company cannot be found, then there is no further requirement to send any further documents to that person or company until the person or company provides to the sender notification in writing of the person's or company's new address.
61 Adds new regulation-making authority.
62 Coming into force.