CSA / ACVM |
|
Canadian Securities Administrators |
Autorités canadiennes en valeurs mobiliéres |
News Release |
For Immediate Release
September
6, 2001
New
On-Line Insider Reporting System Provides Benefits To All
Market Participants
Vancouver
- Beginning this November, insider reports will be filed electronically
over a new, secure Internet-based system, providing greater
convenience to market participants and more timely information
to investors about insider transactions.
National
Instrument 55-102 -The System for Electronic Disclosure by
Insiders (SEDI) takes effect October 29, 2001. Under the National
Instrument, insiders will be required to file insider reports
electronically beginning November 13, 2001 and the public
will be able to access these reports as of this date.
"With
the introduction of SEDI, insider reports will be publicly
available on a more timely basis," said Doug Hyndman, Chair
of the Canadian Securities Administrators (CSA), the umbrella
organization representing the 13 provincial and territorial
securities commissions. "Insiders will be able to file their
reports on SEDI 24 hours a day, seven days a week."
By
filing through SEDI, an insider will satisfy the securities
legislation of all CSA jurisdictions that have insider-reporting
requirements.
Filing
deadlines will be harmonized in all jurisdictions and all
insiders will be required to report trades within 10 days
of the transaction.
The
National Instrument will introduce the following significant
changes to the current system:
Investors
Investors
will be able to get insider reports 24 hours a day, seven
days a week, at no charge;
Investors
will be able to access reports such as:
a
weekly summary for all reporting issuers;
the
details of individual transactions by insiders;
a
list of registered insiders for each SEDI issuer; and
an
issuer "event history", which includes a stock dividend, stock
split, consolidation, amalgamation, reorganization, merger
or other similar event.
Insiders
SEDI
will provide a higher level of convenience for insiders, who
need file only one report to comply with all provincial regulations,
and can file 24 hours a day, seven days a week, subject to
maintenance requirements;
Insiders
will not be required to pay any filing fees;
Starting
with reports due on or after November 13, 2001, all insiders
of "SEDI issuers" will be required to file their insider reports
on SEDI (the National Instrument defines SEDI issuers to mean
reporting issuers, other than mutual funds, that are required
to file disclosure documents in electronic format through
SEDAR - essentially all Canadian public companies); the electronic
reports that must be filed are substantially the same as the
current paper reports;
Individual
insiders, representatives of company insiders or authorized
agents acting on behalf of these insiders will first be required
to register to use SEDI; while SEDI will be available for
registration beginning October 29, 2001, insiders and their
representatives or agents are encouraged to register only
a few days in advance of their first filing;
After
registering, insiders will be required to file electronic
profiles, with information identifying the insiders and their
relationship to one or more SEDI issuers before they will
be able to file insider reports on SEDI;
Public
Companies
SEDI
issuers should ensure that their existing SEDAR profile is
accurate and complete on or before October 26, 2001;
SEDI
issuers will be required to register and provide information
related to their outstanding securities beginning October
29, 2001. Existing issuers will have five business days to
fulfil this obligation. Any firm that becomes a reporting
issuer after October 29, 2001 will have three business days
to comply;
SEDI
issuers will have a new obligation to file a report in SEDI
one day after the occurrence of an "issuer event," which includes
a stock dividend, stock split, consolidation, amalgamation,
reorganization, merger or other similar event; this information
will be used by insiders to update information about their
insider holdings.
The
$12.2 million SEDI system was developed for the CSA by CDS
Inc. (a subsidiary of the Canadian Depository for Securities,
Ltd.), which also developed and operates SEDAR. Development
costs and on-going operational costs will be recouped by an
increase to the existing continuous disclosure fee applied
to all reporting issuers that are required to file through
SEDAR.
Information
sessions will be held at the following locations to
help issuers and insiders understand and comply with their
electronic reporting requirements:
| Toronto |
- |
October
15 |
| Calgary |
- |
October
22 |
| Vancouver |
- |
October
23 |
| Montreal |
- |
October
24 |
For
information on these sessions, check your local securities
commission's Web site. Other jurisdictions are also considering
public information sessions.
The
National Instrument, and the accompanying Notice, Forms and
Companion Policy are available on the following websites:
Alberta
Securities Commission www.albertasecurities.com
British Columbia
Securities Commission www.bcsc.bc.ca
Commission
des valeurs mobilières du Québec www.cvmq.com
Ontario
Securities Commission www.osc.gov.on.ca
-30-
For
more information:
| Joni Delaurier |
| Alberta Securities Commission |
| 403-297-4481 |
| |
| Frank Switzer |
| Ontario Securities Commission |
| 416-593-8120 |
| |
| Andrew Poon |
| BC Securities Commission |
| 604-899-6880 |
| 1-800-373-6393 (BC only) |
| |
| Patrice Bourgoin |
| Commission des valeurs mobilières du Québec |
| 514-940-2199 |
| 1-800-361-5072 (Quebec only) |