The
Securities Amendment Act, 2005 comes into force on June 1,
2006
The Securities
Amendment Act, 2005
will
come into force on June 1, 2006.
The
following are the provisions of the amendment act:
Passport
provisions
New Part XIX.1 is added to give the Commission new powers to
implement the passport system of securities regulation. These
include:
·
The power to delegate and accept a delegation in new section
147.2;
·
The power to adopt or incorporate the laws of another jurisdiction
in new section 147.4;
·
The power to grant exemptions based on the fact that
an
issuer or trade is in compliance with the laws of another
jurisdiction in new sections 147.41 and 147.42;
·
The power to adopt decisions of other jurisdictions in new section
147.5.
The definition of “Saskatchewan securities laws” in clause
2(1)(rr.1) is amended to include extra-provincial securities laws
adopted or incorporated pursuant to section 147.4.
NI 81-106 Investment Fund Continuous Disclosure
New definitions are added, and existing definitions are amended or
repealed to align
provisions in
the Act
with new National Instrument 81-106 Investment Fund Continuous
Disclosure:
·
A
new definition of “investment fund” in clause 2(1)(w.1);
·
A
new definition of “investment fund manager” in clause 2(1)(w.2);
·
An amended definition of “material change” in clause 2(1)(y) to
differentiate between
regular
issuers and investment funds;
·
An amended definition of “material fact” in clause 2(1)(z) to
differentiate between
regular
issuers and investment funds;
·
An amended definition of “mutual fund” in clause 2(1)(dd);
·
A
new definition of “non-redeemable investment fund” in clause
2(1)(ee.1);
·
The definition of “private mutual fund” in clause 2(1)(kk) is
repealed because is it no longer used in the Act.
National Instrument 45-106 Prospectus and Registration Exemptions
The
amendment act contains a
series of amendments
that
reflect the implementation of National Instrument 45-106
Prospectus and Registration Exemptions including:
·
A
new definition of “offering memorandum” in clause 2(1)(ff).
Pursuant subclause 2(1)(ff)(ii), an offering memorandum does not
include a document specified by the Director. We are developing
Staff Notice 45-706 Documents Specified Not to be Offering
Memorandums. It will set out the documents or types of
documents the Director specifies not to be offering memoranda. We
will publish the staff notice before June 1, 2006.
·
Repeal of the registration and prospectus exemptions in sections
38, 39, 39.1, 81 and 82;
·
Amendments to provisions that refer to the registration and
prospectus exemptions in sections 38, 39, 39.1, 81 and 82;
·
Repeal of the exemption for prospecting syndicates in section 57;
and
·
Amendments to provisions in sections 80.1, 80.3 and 80.4 that
relate to the filing, delivery and amendments of offering
memoranda.
Enforcement powers
Amendments to the following the enforcement provisions:
·
Section 55.1 to replace “person” with “person or company”;
·
Expanding the Commission’s power to order payment of an
administrative penalty under section 135.1 to situations where a
person or company has failed to comply with an undertaking to the
Commission or Director;
·
An amendment to subsection 135.1(4) so that where the Commission
makes an order to pay an administrative penalty against a person
or company under section 135.1, it may also make an order against
any director, officer or other person who was involved in the
failure to comply with Saskatchewan securities laws; and
·
An amendment to section 161 so that where the Commission makes an
order against a person or company to pay costs, the Commission may
also make an order to pay costs against
any director, officer or other person who was involved in the
failure to comply with the provisions of Saskatchewan securities
laws.
Regulation-making heads of power
Subsection 154(1) is amended to add the following
regulation-making heads of power:
·
clause (t.1) designating issuers or classes of issuers as
reporting issuers;
·
clause (ee.6) requiring evaluations of reporting issuers’ internal
controls over financial reporting; and
·
clauses (ff.1) to (ff.7) new powers related to the passport
provisions in new Part XIX.1.
General
The
amendment act also
includes the following amendments:
·
An amendment to the definition of “reporting issuer in clause
2(1)(qq). Subclause (v) is amended to refer to issuers
“whose
existence continues following the exchange of securities of an
issuer in connection with an amalgamation, merger, reorganization,
arrangement, statutory procedure or similar transaction if one of
the issuers participating in the transaction is a reporting
issuer”.
New subclause (v) replaces current subclause (v) that refers to
an issuer “that is an issuer that is involved in, formed for,
results from or continues following an amalgamation, merger . . .
“
·
New section 11.1 giving the Commission the power to make an
order
designating certain matters including
designating
an issuer to be a reporting issuer; and
·
Amending
section 13
so that
a
person appointed to conduct an investigation under section 12
must
make a report to the Commission
upon the Commission's request.
Implementation
We will repeal Local Instrument 11-502 Removal of Statutory
Exemptions. LI 11-502 came into force on September 14, 2005.
LI 11-502 removed
the prospectus
and registration exemptions in sections
38, 39, 39.1, 81 and 82 because they were replaced by NI
45-106 Prospectus and Registration Exemptions.
LI 11-502 is no longer required because sections 38, 39 and 82 are
repealed from the Act.
GRO 52-904
Certain
Issuers Ceasing to be Reporting Issuers in Reorganizations and
Take-over Bids
will also be repealed on
June 1, 2006.
GRO 52-904 grants an order pursuant to section 92 of the Act that
an issuer that becomes a reporting issuer under clause 2(1)(qq)(v)
when it files a securities exchange take-over bid or is involved
in a reorganization, ceases to be a reporting issuer if it is a
wholly owned subsidiary of another issuer or has no securities
that are held by the public. The exemption in GRO 52-904 is no
longer required because of the amendment to subclause 2(1)(qq)(v)
in the definition of reporting issuer. Subclause 2(1)(qq)(v) has
been restricted to issuers “whose existence continues following
the exchange of securities of an issuer in connection with an
amalgamation, merger, reorganization, arrangement, statutory
procedure or similar transaction if one of the issuers
participating in the transaction is a reporting issuer”.
May 3, 2006
Contact:
Barbara
Shourounis
Director, Securities Division
(306) 787-5842
bshourounis@sfsc.gov.sk.ca
Dated March 8, 2005.
