Request for Comment Proposed National Policy 12-202 Revocation of a Compliance-related Cease Trade Order Introduction We, the Canadian Securities Administrators (CSA), are publishing for comment proposed National Policy 12-202 Revocation of a Compliance-related Cease Trade Order (the Policy). The Policy describes how the regulators will generally exercise their discretion when deciding whether to revoke a cease trade order prohibiting trading in the securities of an issuer for failure to comply with continuous disclosure requirements. The Policy applies to cease trade orders imposed against an issuer as well as management cease trade orders as described in CSA Staff Notice 57-301 Failing to File Financial Statements on Time - Management Cease Trade Orders. Substance and Purpose The Policy • harmonizes and streamlines review procedures among the CSA; • provides guidance for issuers subject to a cease trade order; • explains factors the regulators will consider when evaluating an application for a partial or full revocation of a cease trade order. Summary of the Policy The Policy provides guidance for issuers subject to a cease trade order (including management cease trade orders) imposed for failure to comply with continuous disclosure requirements. The Policy explains how an issuer should apply for a partial or full revocation of a cease trade order. It explains the factors the regulators will consider when assessing an application. The Policy indicates that an issuer must generally file all outstanding continuous disclosure materials and pay all outstanding fees before the regulators will revoke a cease trade order. The Policy also discusses other circumstances and terms on which the regulators might grant a partial or full revocation. Unpublished materials In developing the Policy, we have not relied on any significant unpublished study, report, decision or other written materials. Request for Comments We welcome your comments on the proposed Policy. Please submit your comments in writing on or before March 6, 2007. If you are not sending your comments by email, a diskette containing the submissions (in Windows format, Word) should also be forwarded.
- 2 -Address your submissions to the CSA member commissions, as follows: British Columbia Securities Commission Alberta Securities Commission Saskatchewan Financial Services Commission Manitoba Securities Commission Ontario Securities Commission Autorité des marchés financiers New Brunswick Securities Commission Nova Scotia Securities Commission Deliver your comments only to the addresses that follow. Your comments will be forwarded to the other CSA member jurisdictions. Mike Mumby Senior Securities Analyst, Corporate Finance Alberta Securities Commission 4 th Floor, 300 - 5 th Avenue SW Calgary, Alberta T2P 3C4 Fax: 403 297 2082 e-mail: mike.mumby@seccom.ab.ca Anne-Marie Beaudoin, Secretary Autorité des marchés financiers Stock Exchange Tower 800 Victoria Square P.O. Box 246, 22 nd Floor Montréal, Québec H4Z 1G3 Fax: 514 864 8381 e-mail: consultation-en-cours@lautorite.qc.ca We cannot keep submissions confidential because securities legislation in certain provinces requires publication of a summary of the written comments received during the comment period. Questions Please refer your questions to any of: Alberta Securities Commission Mike Mumby Senior Securities Analyst, Corporate Finance 403 297 3826 mike.mumby@seccom.ab.ca
- 3 -British Columbia Securities Commission Andrew Richardson Betty Adema Deputy Director, Corporate Finance Securities Analyst, Corporate Finance 604 899 6730 (direct) 604 899 6729 (direct) 800 373 6393 (toll-free in BC and Alberta) 800 373 6393 (toll-free in BC and Alberta) arichardson@bcsc.bc.ca badema@bcsc.bc.ca Sheryl Thomson Senior Legal Counsel, Corporate Finance 604 899 6778 (direct) 800 373 6393 (toll-free in BC and Alberta) sthomson@bcsc.bc.ca Saskatchewan Financial Services Commission Ian McIntosh Deputy Director, Corporate Finance 306 787 5867 imcintosh@sfsc.gov.sk.ca Manitoba Securities Commission Bob Bouchard Director, Corporate Finance 204 945 2555 bbouchard@gov.mb.ca Ontario Securities Commission Matthew Au David Coultice Senior Accountant, Corporate Finance Senior Legal Counsel, Corporate Finance 416 593 8132 416 204 8979 mau@osc.gov.on.ca dcoultice@osc.gov.on.ca Autorité des marchés financiers Nicole Parent Edvie Élysée Analyste Analyste 514 395 0558, poste 4455 514 395 0558, poste 4416 nicole.parent@lautorite.qc.ca edvie.elysee@lautorite.qc.ca
- 4 -Nova Scotia Securities Commission Frank Mader Staff Accountant, Corporate Finance 902 424 5343 maderfa@gov.ns.ca New Brunswick Securities Commission To-Linh Huynh Corporate Finance Officer, Corporate Finance 506 643 7695 To-Linh.Huynh@nbsc-cvmnb.ca January 5, 2007
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