Notice

The Securities Amendment Act, 2005 introduced

The Securities Amendment Act, 2005 was given first reading in the Legislative Assembly on November 16, 2005.  The following outlines 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.    

NI 81-106 Investment Fund Continuous Disclosure
New definitions are added and existing definitions are amended to align provisions in the Act with new National Instrument 81-106 Investment Fund Continuous Disclosure: 

·         A new definition of “investment fund”;

·         A new definition of “investment fund manager”;

·         An amended definition of “material change” to differentiate between regular issuers and investment funds;

·         An amended definition of “material fact” to differentiate between regular issuers and investment funds;

·         An amended definition of “mutual fund”;

·         A new definition of “non-redeemable investment fund”;

 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:

·         Amendments to the definition of “offering memorandum”

·         Repeal of the registration and prospectus exemptions in sections 39 and 81;

·         Amendments to provisions that refer to the existing exemptions in sections 39 and 81;

·         Repeal of the exemption for prospecting syndicates in section 57; and

·         Amendments to the provisions that relate to the filing, delivery and amendment of offering memoranda. 

Enforcement powers
There is a series of amendments to the enforcement provisions to broaden them, including:

·         Amendments to section 55.1 to replace “person” with “person or company”;

·         Expanding the power to issue a cease trade in section 135.1 to include where a person or company has failed to comply with an undertaking to the Commission or Director; and

·         Adding the power to order costs against directors and officers of an issuer. 

Regulation-making heads of power
The regulation-making heads of power in subsection 154(1) are amended to:

·         Deal with non-redeemable investment funds;

·         Add the power to require evaluations of reporting issuers internal controls, necessary to adopt National Instrument 52-111 Reporting on Internal Controls Over Financial Reporting; and

·         Add new powers related to the new passport provisions. 

General
The amendment act includes the following general amendments:

·         Adding the power in 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 requiring a person appointed to conduct an investigation under section 12 must make a report to the Commission upon the Commission's request.

 November 22, 2005

 Contact: 

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