CSA/ACVM Canadian Securities Autorités canadiennes Administrators en valeurs mobilières CSA Staff Notice 51-307 Status of Proposed Continuous Disclosure Rule Introduction On June 20, 2003, the CSA published for comment a revised version of National Instrument 51-102 Continuous Disclosure Obligations. NI 51-102 would replace existing continuous disclosure obligations of reporting issuers, other than investment funds. The CSA are currently considering the public comment on NI 51-102 and incorporating changes as appropriate. No changes are expected to the filing deadlines as published in the June, 2003 version of NI 51-102. However, it is expected that either the board of directors or the audit committee will be permitted to approve the interim financial statements. Also, the definition of venture issuer is expected to change slightly to replace the list of exchanges in the United States with a reference to exchanges registered as national securities exchanges under section 6 of the 1934 Act in the United States. Expected application of NI 51-102 We are issuing this notice to assist reporting issuers and their advisers in planning and scheduling directors’ and securityholders’ meetings and their continuous disclosure for the next fiscal year. This notice replaces CSA Staff Notice 51-306, which is withdrawn. Subject to receiving all necessary commission and ministerial approvals, staff anticipate the NI 51-102 requirements for • financial statements, management discussion and analysis (MD&A) and annual information forms will apply for financial years beginning on or after January 1, 2004; as a result, the first interim financial statements and MD&A that will be required to comply with the requirements of NI 51-102, including the new filing deadlines for non-venture issuers, will be for first quarters ending on or after March 31, 2004; • proxy solicitation and information circulars will apply as of June 1, 2004; and • business acquisition reports will apply for significant acquisitions if the initial legally binding agreement was entered into on or after March 30, 2004. Questions Please refer your questions to any of the following people: British Columbia Securities Commission Rosann Youck, Senior Legal Counsel (604) 899-6656 Carla-Marie Hait, Chief Accountant (604) 899-6726 Michael Moretto, Associate Chief Accountant (604) 899-6767 You may also call 1-800-373-6393 from B.C. and Alberta. Alberta Securities Commission Mavis Legg, Manager, Securities Analysis (403) 297-2663 Karen Wiwchar, Senior Legal Counsel (403) 297-4732
2 Manitoba Securities Commission Bob Bouchard, Director, Corporate Finance (204) 945-2555 Nova Scotia Securities Commission Bill Slattery, Deputy Director, Corporate Finance and Administration (902) 424-7355 Ontario Securities Commission Joanne Peters, Senior Legal Counsel (416) 593-8134 Irene Tsatsos, Senior Accountant (416) 593-8223 Commission des valeurs mobilières du Québec Rosetta Gagliardi, Conseillère en réglementation (514) 940-2199 ext. 4554 Saskatchewan Financial Services Commission – Securities Division Ian McIntosh, Deputy Director, Corporate Finance (306) 787-5867 November 7, 2003
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