Notice

Implementing National Instrument 51-102 Continuous Disclosure Requirements and Multilateral Instrument 52-109 Certification of Disclosure in Companies’ Annual and Interim Filings

On March 30, 2004 the Director of the Saskatchewan Financial Services Commission will make the following General Rulings/Orders for the purpose of Implementing National Instrument 51-102 Continuous Disclosure Requirements (“NI 51-102”) and Multilateral Instrument 52-109 Certification of Disclosure in Companies’ Annual and Interim Filings (“MI 52-109”). 

General Ruling/Order 51-802 Implementing National Instrument 51-102 
GRO 51-802 grants the following exemptions: 

1.       An exemption for reporting issuers, other than investment funds, from the provisions of Parts XIV Continuous Disclosure and Part XV Proxies and Proxy Solicitation of The Securities Act, 1988 (the “Act”) if they comply with equivalent provisions of NI 51-102.

2.       An exemption for reporting issuers from the provisions of Saskatchewan Local Instrument 51-501 Annual Information Form and Management’s Discussion and Analysis if they comply with equivalent provisions of NI 51-102. 

General Ruling/Order 51-901 Transitional Provisions – Parts XIV, XV and XVII of the Act
Clause 1(d) of GRO 51-901 has been amended so that the clause refers to National Instrument 51-102 Continuous Disclosure Requirements instead of to The Securities Act, 1988.  GRO 51-901 provides that exemptions from the continuous disclosure requirements granted under The Securities Act, 1978 continued when The Securities Act, 1988 came into force.  With the amendment to clause 1(d), GRO 51-901 now provides that exemption orders from the continuous disclosure requirements granted under The Securities Act, 1978 will remain in place when NI 51-102 comes into force. 

General Ruling Order 51-905 Varying the Terms of Previously Granted Orders
GRO 51-905 varies the terms of rulings previously granted by the Commission exempting issuers from the registration and prospectus requirements of the Act if they comply with the continuous disclosure requirements in Parts XIV and XV of the Act.  The rulings are varied so that they refer to equivalent provisions of NI 51-102, instead of to Parts XIV and XV of the Act.    

General Ruling Order 51-906 Exemption from Certain Continuous Disclosure Requirements Under NI 51-102
GRO 51-906 grants the following exemptions:

1.       An exemption for the following companies from the requirement to file interim financial statements and any applicable requirement to file MD&A with those interim financial statements:

(a)     venture capital companies under The Venture Capital Tax Credit Act; and 

(b)     Type B corporations under The Labour-Sponsored Venture Capital Corporations Act.

2.       An exemption for issuers whose securities are not posted for trading on any exchange or do not trade in an organized over-the-counter market (“Non-Listed Issuers”) from the requirement to file interim financial statement for the first and third quarters of each financial year, and any applicable requirement to file MD&A with those interim financial statements. 

3.       An exemption for Non-listed issuers that have raised less than $500,000 in total from all distributions from the requirement to have its annual financial statements accompanied by an auditor’s report, provided that the financial statements are accompanied by a review engagement report.

GRO 51-902 Exemption from Certain Financial Reporting Requirements grants the same exemptions, but for the period before March 30, 2004.  GRO 51-902 will be left in place for transitional purposes. 

GRO 51-906 also contains the following exemptions:

1.       An exemption for Non-listed issuers who have filed Form A under GRO 51-902 Exemption from Certain Financial Reporting Requirements claiming an exemption from the requirement to file interim financial statements for its first and third quarters, from the requirement in section 5.1 of NI 51-102 to file MD&A with those interim financial statements.

2.       An exemption for issuers that have been exempted by an order or ruling of the Commission or Director from the requirement to file interim financial statements for specified quarters of their financial year, from the requirement in section 5.1 of of NI 51-102 to file MD&A with those interim financial statements. 

General Ruling/Order 51-907 Venture Issuers Trading on Certain Foreign Markets

GRO 51-907 grants an exemption from the requirement in NI 51-102 in the definition of “venture issuer” that a reporting issuer not have any of its securities listed or quoted on a marketplace outside of Canada and the United States of America.  The exemption provides that the requirement does not apply to a reporting issuer whose securities are traded on the Regulated Unofficial Market of the Frankfurt Stock Exchange, if the issuer’s securities are not also quoted or traded on any other marketplace outside of Canada and the United States of America. 

General Ruling/Order 52-903 Exemption from Multilateral Instrument 52-109
GRO 52-903 permits the CEO and CFO of a Junior Issuer Reporting by Order to file alternate annual and interim certificates in which they certify that: 

(a)     their annual filings do not contain any untrue statement of material facts or omit to state a material fact; and

(b)     the annual financial statements and the financial information in the issuer’s other financial filings fairly present the financial condition of the issuer 

A Junior Issuer Reporting by Order is an issuer that: 

(a)     has its head office in Saskatchewan;

(b)     is subject to continuous disclosure requirements under an undertaking to or decision of the Commission or Director;

(c)     is not a reporting issuer; and

(d)     has raised less that $5 million in total from all distributions.  

March 23, 2004 

Contact:

Barbara Shourounis
Director, Securities Division
Saskatchewan Financial Services Commission
(306) 787-5842
bshourounis@sfsc.gov.sk.ca