Securities Law & Instruments

An Act to amend the Securities Act
(Draft)

Her Majesty, by and with the advice and consent of the Legislative Assembly of the Province of Ontario, enacts as follows:

PART I - TECHNICAL AMENDMENTS

 

1. Subsection 1(1) of the Securities Act, as amended by the Statutes of Ontario, 1994, chapter 11, section 350, 1994, chapter 33, section 1 and 1997, chapter 19, section 23, is further amended by amending the definition of the term "clearing agency" by replacing the word "and" with "or" and by adding the following words at the end:

or provides centralized facilities as a depository of securities, but does not include a stock exchange, a quotation and trade reporting system or a registered dealer

 

2. Subsection 1(1) of the Securities Act, as amended by the Statutes of Ontario, 1994, chapter 11, section 350, 1994, chapter 33, section 1 and 1997, chapter 19, section 23, is further amended by adding the following new paragraph to the definition of the term "distribution":

(f) any trade that is a distribution under the regulations,

 

3. Subsection 1(1) of the Securities Act, as amended by the Statutes of Ontario, 1994, chapter 11, section 350, 1994, chapter 33, section 1 and 1997, chapter 19, section 23, is further amended by adding the following words to the definition of the term "market participant" after the words "a recognized clearing agency,":

a recognized quotation and trade reporting system,

 

4. Subsection 1(1) of the Securities Act, as amended by the Statutes of Ontario, 1994, chapter 11, section 350, 1994, chapter 33, section 1 and 1997, chapter 19, section 23, is further amended by adding the following definition after the definition of the term "officer":

"offering memorandum" means a document purporting to describe the business and affairs of an issuer that has been prepared primarily for delivery to and review by a prospective purchaser so as to assist the prospective purchaser to make an investment decision in respect of securities being sold in a distribution to which section 53 of the Act would apply but for the availability of one or more of the exemptions contained in Ontario securities law, but does not include a document setting out current information about an issuer for the benefit of a prospective purchaser familiar with the issuer through prior investment or business contacts;

 

5. Subsection 1(1) of the Securities Act, as amended by the Statutes of Ontario, 1994, chapter 11, section 350, 1994, chapter 33, section 1 and 1997, chapter 19, section 23, is further amended by repealing and replacing paragraph (b) of the definition of the term "trade" or "trading" with:

(b) any participation as a trader in any transaction in a security through the facilities of any stock exchange or quotation and trade reporting system;

 

6. Subsection 1(1) of the Securities Act, as amended by the Statutes of Ontario, 1994, chapter 11, section 350, 1994, chapter 33, section 1 and 1997, chapter 19, section 23, is further amended by adding the following words at the end of paragraph (b) of the definition of the term "reporting issuer":

provided that in the case of a securities exchange take-over bid circular it was filed on or before January 1, 1999,

 

7. Subsection 1(1) of the Securities Act, as amended by the Statutes of Ontario, 1994, chapter 11, section 350, 1994, chapter 33, section 1 and 1997, chapter 19, section 23, is further amended by adding the following paragraph to the definition of the term "reporting issuer":

or, (f) that the Commission has deemed to be a reporting issuer under section 83.1;

 

8. Paragraph (m) of the definition of the term "security" in subsection 1(1) of the Securities Act, as amended by the Statutes of Ontario, 1994, chapter 11, section 350, 1994, chapter 33, section 1 and 1997, chapter 19, section 23, is repealed and replaced by the following:

(m) any income or annuity contract not issued by an insurance company;

 

9. Paragraph (n) of the definition of the term "security" in subsection 1(1) of the Securities Act, as amended by the Statutes of Ontario, 1994, chapter 11, section 350, 1994, chapter 33, section 1 and 1997, chapter 19, section 23, is repealed and replaced by the following:

(n) any investment contract;

 

10. Subsection 3.5(4) of the Securities Act, as amended by the Statutes of Ontario, 1997, chapter 19, section 23, is amended by adding the following words immediately following the words "under Part VI":

, except section 17,

 

11. Subsection 8(1) of the Securities Act is repealed and replaced by the following:

8. (1) Review of decision.-- The Commission may within thirty days of a decision of the Director notify the Director and any person or company directly affected of its intention to convene a hearing to review the decision.

 

12. Section 17 of the Securities Act is amended by adding the following subsections:

(6) Disclosure in investigation or proceeding.-- A person appointed to make an investigation or examination under this Act may, for the purpose of conducting such investigation or examination or in connection with any proceeding commenced under this Act, disclose or produce anything mentioned in subsection (1).

(7) Disclosure to police.-- Without the written consent of the person from whom the testimony was obtained, no disclosure shall be made under subsection (6) of testimony given under subsection 13(1) to,

(a) a municipal, provincial, federal or other police force or to a member of a police force; or

(b) a person responsible for the enforcement of the criminal law of Canada or of any other country or jurisdiction.

 

13. Subsection 19(3) of the Securities Act is repealed and replaced by the following subsection:

(3) Provision of information to Commission.-- Every market participant shall deliver to the Commission at such time or times as the Commission or any member, employee or agent of the Commission may require,

(a) any of the books, records and documents that are required to be kept by the market participant under Ontario securities law; and

(b) except where prohibited by law, any filings, reports or other communications made to any other regulatory agency whether within or outside of Ontario.

 

14. Clause 25(1)(a) of the Securities Act, as amended by the Statutes of Ontario, 1994, chapter 11, section 359, is further amended by adding the following words immediately following the words "trade in a security":

or act as an underwriter

 

15. Clause 25(1)(b) of the Securities Act, as amended by the Statutes of Ontario, 1994, chapter 11, section 359, is repealed.

 

16. Clause 25(1)(c) of the Securities Act, as amended by the Statutes of Ontario, 1994, chapter 11, section 359, is further amended by changing it to clause 25(1)(b) and adding the following words immediately preceding the words "as a partner":

as a representative or

 

17. Subsection 26(1) of the Securities Act is repealed and replaced by the following:

26. (1) Granting of registration. -- Unless it appears to the Director that the applicant is not suitable for registration, renewal of registration or reinstatement of registration or that the proposed registration, renewal of registration, reinstatement of registration or amendment to registration is objectionable, the Director shall grant registration, renewal of registration, reinstatement of registration or amendment to registration to an applicant.

 

18. Sections 32 and 33 of the Securities Act are repealed.

 

19. Paragraph 3 of subsection 35(1) of the Securities Act, as amended by the Statutes of Ontario, 1994, chapter 11, section 364 and 1997, chapter 19, section 23, is further amended by replacing subparagraph iii.1 by the following:

iii.1 a subsidiary of any company referred to in subparagraph i, ii, ii.1 or iii, where the company owns all of the voting shares of the subsidiary,

 

20. Paragraph 4 of subsection 35(1) of the Securities Act, as amended by the Statutes of Ontario, 1994, chapter 11, section 364 and 1997, chapter 19, section 23, and clause 72(1)(c) of the Securities Act, as amended by the Statutes of Ontario, 1994, chapter 11, section 369, are further amended by deleting the following words:

, other than an individual,

 

21. Paragraph 5 of subsection 35(1) of the Securities Act, as amended by the Statutes of Ontario, 1994, chapter 11, section 364 and 1997, chapter 19, section 23, and clause 72(1)(d) of the Securities Act, as amended by the Statutes of Ontario, 1994, chapter 11, section 369, are further amended by replacing "$97,000" by the following words:

$150,000 or such other amount as is prescribed

 

22. Paragraph 18 of subsection 35(1) of the Securities Act, as amended by the Statutes of Ontario, 1994, chapter 11, section 364 and 1997, chapter 19, section 23, and clause 72(1)(l) of the Securities Act, as amended by the Statutes of Ontario, 1994, chapter 11, section 369, are further amended by replacing "$100,000" by the following words:

$150,000 or such other amount as is prescribed

 

23. Paragraph 7 of subsection 35(2) of the Securities Act, as amended by the Statutes of Ontario, 1994, chapter 11, section 364 and 1997, chapter 19, section 23, is further amended by deleting the following words:

no part of the net earnings of such issuer enure to the benefit of any security holder and

 

24. Subsection 38(3) of the Securities Act is repealed and replaced by the following:

(3) Subject to the regulations, no person or company, with the intention of effecting a trade in a security, shall, except with the written permission of the Director, make any representation, written or oral, that such security will be listed on any stock exchange or quoted on any quotation and trade reporting system, or that application has been or will be made to list such security upon any stock exchange or quote such security on any quotation and trade reporting system, unless:

(a) application has been made to list or quote the securities being traded, and securities of the same issuer are currently listed on any stock exchange or quoted on any quotation and trade reporting system; or

(b) the stock exchange or quotation and trade reporting system has granted approval to the listing or quoting of the securities, conditional or otherwise, or has consented to, or indicated that it does not object to, the representation.

 

25. Section 42 of the Securities Act is repealed.

 

26. Subsection 58(1) of the Securities Act is amended by adding the following words immediately preceding the words "a prospectus filed":

and subject to any waiver or variation consented to in writing by the Director,

 

27. Subsection 58(5) of the Securities Act is amended by adding the following words immediately following the word "promoter":

or a guarantor

 

28. Subsection 58(6) of the Securities Act is amended by adding the following words immediately following the word "years":

or who is a guarantor of the securities being distributed

 

29. Subsection 58(7) of the Securities Act is amended by adding the following words immediately following the word "promoter":

or a guarantor

 

30. Clause 72(1)(m) of the Securities Act is amended by adding the following words immediately following the word "into":

an escrow or pooling arrangement satisfactory to a stock exchange recognized by the Commission for the purposes of this clause or, in the absence of such arrangement, into

 

31. Subsections 72(4), 72(5) and 72(6) of the Securities Act are amended by replacing the words "other than a further trade exempted by subsection (1)" with the following words:

other than a further trade exempted by Ontario securities law

 

32. Clause 72(7)(a) of the Securities Act is amended by replacing the words "by subsection (1)" with the following words:

by Ontario securities law

 

33. Section 80 of the Securities Act, as amended by the Statutes of Ontario, 1994, chapter 33, section 4, is further amended by deleting clause (a) thereof.

34. Section 80 of the Securities Act, as amended by the Statutes of Ontario, 1994, chapter 33, section 4, is further amended by adding after the words "application of a reporting issuer" the following words:

or other interested person or company,

 

35. Section 83 of the Securities Act is amended by deleting the following words:

that has fewer than fifteen security holders whose latest address as shown on the books of the reporting issuer is in Ontario

 

36. The Securities Act is amended by adding the following section:

83.1 Deeming an issuer to be a reporting issuer. -- (1) The Commission may, upon the application of,

(a) an issuer, if the Commission considers that it would not be prejudicial to the public interest, or

(b) the Director, if the Commission considers that it would be in the public interest,

make an order deeming the issuer to be a reporting issuer for the purposes of Ontario securities law.

(2) The Commission shall not make an order under clause 83.1(1)(b) without giving the issuer an opportunity to be heard.

 

37. Section 107 of the Securities Act is repealed and replaced by the following:

(1) Report. -- A person or company who becomes an insider of a reporting issuer, other than a mutual fund, shall, within ten days from the day that he, she or it becomes an insider, or such shorter period as may be prescribed by the regulations, file a report as of the day on which he, she or it became an insider disclosing any direct or indirect beneficial ownership of or control or direction over securities of the reporting issuer as may be required by the regulations.

(2) Idem. -- An insider who has filed or is required to file a report under this section or any predecessor thereof and whose direct or indirect beneficial ownership of or control or direction over securities of the reporting issuer changes from that shown or required to be shown in the report or in the latest report filed by the person or company under this section or any predecessor thereof shall, within ten days from the day on which the change takes place, or such shorter period as may be prescribed by the regulations, file a report of direct or indirect beneficial ownership of or control or direction over securities of the reporting issuer as of the day on which the change took place and the change or changes therein that occurred giving such details of each transaction as may be required by the regulations.

(3) Idem. -- A person or company who becomes an insider of a reporting issuer by reason of subsection 1(8) or (9) shall file the reports required by subsections (1) and (2) of this section for the previous six months or such shorter period that he or she was a director or officer of the reporting issuer within ten days from the day that the issuer became an insider of a reporting issuer or the reporting issuer became an insider of another reporting issuer, as the case may be, or such shorter period as may be prescribed by the regulations.

 

38. Subsection 127(1) of the Securities Act is amended by adding the following paragraphs:

7. An order that a person resign one or more positions that the person holds as a director or officer of an issuer.

8. An order that a person is prohibited from becoming or acting as a director or officer of any issuer.

 

39. The Securities Act is amended by adding the following section:

127.1 (1) Payment of investigation costs. -- If, in respect of a person or company whose affairs were the subject of an investigation, the Commission:

(a) is satisfied that the person or company has not complied with, or is not complying with, Ontario securities law; or

(b) considers that the person or company has not acted in the public interest,

the Commission may, after conducting a hearing, order the person or company to pay the costs of the investigation.

(2) Payment of hearing costs. -- If, in respect of a person or company whose affairs were the subject of a hearing, the Commission, after conducting the hearing:

(a) is satisfied that the person or company has not complied with, or is not complying with, Ontario securities law; or

(b) considers that the person or company has not acted in the public interest,

the Commission may order the person or company to pay the costs of or related to the hearing that are incurred by or on behalf of the Commission.

(3) Payment of costs where offence. -- Where a person or company is guilty of an offence under this Act or the regulations, the Commission may, after conducting a hearing, order the person or company to pay the costs of any investigation carried out in respect of that offence.

(4) Costs. -- For the purposes of subsections (1), (2) and (3), the costs that the Commission may order the person or company to pay include, without limiting the generality of subsections (1), (2) and (3), all or any of the following:

(a) costs incurred in respect of services provided by persons appointed or engaged under sections 5, 11 or 12;

(b) costs of matters preliminary to the hearing;

(c) costs for time spent by the Commission or the staff of the Commission;

(d) any fee paid to a witness; and

(e) costs of legal services provided to the Commission.

 

40. Section 129.1 is repealed and replaced by the following:

129.1 Limitation period. -- Except where otherwise provided in this Act, no proceeding under this Act shall be commenced later than six years from the date of the occurrence of the last event on which the proceeding is based.

 

41. The Securities Act is amended by adding the following section:

130.1.(1) Liability for misrepresentation in offering memorandum. -- Where an offering memorandum contains a misrepresentation, a purchaser who purchases a security offered thereby during the period of distribution shall be deemed to have relied on such misrepresentation if it was a misrepresentation at the time of purchase and (i) the purchaser has a right of action for damages against the issuer or a selling security holder on whose behalf the distribution is made, or (ii) where the purchaser purchased the security from a person or company referred to in paragraph (i), the purchaser, may elect to exercise a right of rescission against such person or company, in which case the purchaser shall have no right of action for damages against such person or company.

(2) Defence -- No person or company is liable under subsection (1) if he, she or it proves that the purchaser purchased the securities with knowledge of the misrepresentation.

(3) Limitation in action for damages -- In an action for damages pursuant to subsection (1), the defendant is not liable for all or any portion of such damages that the defendant proves do not represent the depreciation in value of the security as a result of the misrepresentation relied upon.

(4) Joint and several liability -- Subject to subsection (5), all or any one or more of the persons or companies specified in subsection (1) are jointly and severally liable, and every person or company who becomes liable to make any payment under this section may recover a contribution from any person or company who, if sued separately, would have been liable to make the same payment provided that the court may deny the right to recover such contribution where, in all the circumstances of the case, it is satisfied that to permit recovery of such contribution would not be just and equitable.

(5) Idem -- Despite subsection (4), an issuer shall not be liable where it is not receiving any proceeds from the distribution of the securities being distributed and the misrepresentation was not based on information provided by the issuer, unless the misrepresentation was based on information that was previously publicly disclosed by the issuer and that was a misrepresentation at the time of its previous public disclosure and the misrepresentation was not subsequently publicly corrected or superseded by the issuer prior to the completion of the distribution of the securities being distributed.

(6) Limitation re amount recoverable -- In no case shall the amount recoverable under this section exceed the price at which the securities were offered.

(7) No derogation of rights -- The right of action for rescission or damages conferred by this section is in addition to and without derogation from any other right the purchaser may have at law.

(8) Application -- This section shall only apply to an offering memorandum which has been furnished to a prospective purchaser in connection with a distribution of a security under an exemption from section 53 of the Act and in the circumstances specified for the purposes of this section in the regulations.

 

42. Subsection 140(2) of the Securities Act is amended by replacing the words "by this Act" with the words "by Ontario securities law".

 

43. Paragraph 7 of subsection 143(1) of the Securities Act, as re-enacted by the Statutes of Ontario, 1994, chapter 33, section 8, is amended by adding the following words at the end:

, or providing for exemptions from or varying the requirements under this Act in respect of the disclosure or furnishing of information to the public or the Commission by registrants.

 

44. Paragraph 16 of subsection 143(1) of the Securities Act, as re-enacted by the Statutes of Ontario, 1994, chapter 33, section 8, is repealed and replaced by the following:

Varying this Act to facilitate, expedite or regulate the distribution of securities or the issuing of receipts, including by establishing:

i. requirements in respect of distributions of securities by means of a prospectus incorporating other documents by reference,

ii. requirements in respect of distributions of securities by means of a simplified or summary prospectus or other form of disclosure document,

iii. requirements in respect of distributions of securities on a continuous or delayed basis,

iv. requirements in respect of pricing of distributions of securities after the issuance of a receipt for the prospectus filed in relation thereto,

v. procedures for the issuing of receipts for prospectuses after expedited or selective review thereof,

vi. provisions for the incorporation by reference of certain documents in a prospectus and the effect, including from a liability and evidentiary perspective, of modifying or superseding statements,

vii. requirements for the form of a prospectus certificate, including providing for alternative forms in circumstances other than those referred to in subsection 63(2) of the Act,

viii. provisions for eligibility requirements to obtain a receipt for, or distribute under, a particular form of prospectus, and the loss of that eligibility, and

ix. provisions for varying withdrawal rights.

 

45. Subparagraphs 28.ii and 28.iv of subsection 143(1) of the Securities Act, as re-enacted by the Statutes of Ontario, 1994, chapter 33, section 8, and as amended by the Statutes of Ontario, 1997, chapter 19, section 23, are further amended by adding the following words at the beginning:

varying the requirements of or

 

46. Subparagraph 28.iii of subsection 143(1) of the Securities Act, as re-enacted by the Statutes of Ontario, 1994, chapter 33, section 8, and as amended by the Statutes of Ontario, 1997, chapter 19, section 23, is further amended by replacing the words "section 95" with the following words:

sections 95, 96, 97, 98, 99 or 100 or providing exemptions therefrom,

 

47. Paragraph 30 of subsection 143(1) of the Securities Act, as re-enacted by the Statutes of Ontario, 1994, chapter 33, section 8, and as amended by the Statutes of Ontario, 1997, chapter 19, section 23, is further amended by adding the following words immediately preceding the words "Providing for exemptions":

Prescribing time periods under section 107 of the Act, or varying or

 

48. Paragraph 31 of subsection 143(1) of the Securities Act, as re-enacted by the Statutes of Ontario, 1994, chapter 33, section 8, and as amended by the Statutes of Ontario, 1997, chapter 19, section 23, is further amended by adding the following new paragraph:

xii. prescribing requirements in respect of, or in relation to, promoters, advisers or persons and companies who administer or participate in the administration of the affairs of mutual funds or non-redeemable investment funds.

 

49. Paragraphs 31, 34, 36, 37 and 44 of subsection 143(1) of the Securities Act, as re-enacted by the Statutes of Ontario, 1994, chapter 33, section 8, and as amended by the Statutes of Ontario, 1997, chapter 19, section 23, is further amended by replacing the words "varying the application of" with the word "varying".

 

50. Subsection 143(1) of the Securities Act, as re-enacted by the Statutes of Ontario 1994, chapter 33, section 8, and as amended by the Statutes of Ontario, 1997, chapter 19, section 23, is further amended by adding the following paragraphs:

47. Regulating scholarship plans and the distribution and trading of the securities of scholarship plans.

48. Specifying the conditions under which any particular type of trade that would not otherwise be a distribution shall be a distribution.

49. Varying the Act to permit or require methods of filing or delivery, to or by the Commission, issuers, registrants, security holders or others, of documents, information, notices, books, records, things, reports, orders, authorizations or other communications required under or governed by Ontario securities laws.

50. Providing for exemptions from or varying the requirements set out in Part XIII of the Act.

51. Prescribing amounts for the purposes of paragraphs 5 and 18 of subsection 35(1) of the Act and clauses 72(1)(d) and 72(1)(l) of the Act.

52. Providing for exemptions from or varying the requirements under this Act in respect of amendments to prospectuses or preliminary prospectuses, or prescribing circumstances in which an amendment to a preliminary prospectus or prospectus must be filed.

53. Providing for exemptions from or varying the requirements of sections 62, 65 or 71 of the Act.

54. Providing for exemptions from or varying the requirements of subsections 72(4), 72(5), 72(6) and 72(7) of the Act.

55. Specifying exemptions and circumstances that shall be subject to section 130.1 of the Act.

56. Prescribing, providing for exemptions from or varying any or all of the time periods in this Act.

 

51. The Securities Act is amended by adding the following section:

153. Exchange of information. -- Despite the Freedom of Information and Protection of Privacy Act, the Commission may provide information to and receive information from other securities or financial regulatory authorities, stock exchanges, self-regulatory bodies or organizations, law enforcement agencies and other governmental or regulatory authorities, both in Canada and elsewhere, and any information so received by the Commission shall be exempt from disclosure under that Act if the Commission determines that such information should be maintained in confidence.

An Act to amend the

 

Securities Act

 

(Draft)

 

Her Majesty, by and with the advice and consent of the Legislative Assembly of the Province of Ontario, enacts as follows:

PART I - TAKE-OVER AND ISSUER BID TIME PERIODS

 

1. Paragraphs 2, 3, 4, 10 and 12 of section 95 of the Securities Act are repealed and replaced by the following:

2. Minimum deposit period. -- The offeror shall allow at least thirty-five days from the date of the bid during which securities may be deposited pursuant to the bid.

3. When taking up prohibited. -- No securities deposited pursuant to the bid shall be taken up by the offeror until the expiration of thirty-five days from the date of the bid.

4. Withdrawal rights. -- Securities deposited pursuant to the bid may be withdrawn by or on behalf of a depositing security holder,

i. at any time where the securities have not been taken up by the offeror,

ii. at any time before the expiration of ten days from the date of a notice of change or variation under section 98, and

iii. if the securities have not been paid for by the offeror within three business days after having been taken up.

10. Idem. -- Any securities that are taken up by the offeror under the bid shall be paid for by the offeror as soon as possible, and in any event not more than three business days, after the taking up of the securities.

12. Extension restricted. -- A bid may not be extended by the offeror, where all the terms and conditions thereof have been complied with except those waived by the offeror, unless the offeror first takes up all securities deposited thereunder and not withdrawn.

2. Section 95 of the Securities Act is amended by adding the following new paragraph following paragraph 12:

12.1 Idem. -- Despite paragraph 12, if the offeror waives any terms or conditions of a bid and extends the bid in circumstances where the rights of withdrawal conferred by subparagraph ii of paragraph 4 are applicable, the bid shall be extended without the offeror first taking up the securities which are subject to such rights of withdrawal.

3. Subsection 99(1) of the Securities Act, as amended by the Statutes of Ontario, 1993, chapter 27, Sched., is repealed and replaced by the following:

99. (1) Directors' circular. -- Where a take-over bid has been made, a directors' circular shall be prepared and delivered by the board of directors of an offeree issuer to every person and company to whom a take-over bid must be delivered under paragraph 1 of section 95 not later than fifteen days after the date of the bid.

4. Section 100 of the Securities Act is repealed and replaced by the following:

(1) Commencement of take-over bid. -- A take-over bid may be commenced in accordance with either subsection (2) or subsection (7).

(2) Commencement by delivery. -- A take-over bid may, and an issuer bid shall, be commenced by delivering the bid to the security holders referred to in paragraph 1 of section 95 in accordance with subsection (6).

(3) Filing and delivery to offeree issuer. -- If a bid is commenced under subsection (2), the bid shall be filed and, in the case of a take-over bid, delivered to the offeree issuer's principal office on the same day as, or as soon as practicable after, the bid is delivered under subsection (2).

(4) Notice of change or variation. -- A notice of change or variation in respect of a bid shall be filed and, in the case of a take-over bid, delivered to the offeree issuer's principal office on the same day as, or as soon as practicable after, the notice of change or variation is delivered to holders of securities of the offeree issuer.

(5) Directors' circulars. -- Every directors' circular and every individual director's or officer's circular or any notice of change in relation thereto that is delivered to security holders of an offeree issuer shall be filed and shall be delivered to the offeror's principal office on the day the directors' circular or individual director's or officer's circular or the notice of change is delivered to the holders of securities of the offeree issuer, or as soon as practicable thereafter.

(6) Delivery and date of bid, etc. -- A take-over bid or issuer bid, a take-over bid circular, an issuer bid circular, a directors' circular, an individual director's or officer's circular and every notice of change or variation in any such bid or circular shall be mailed by prepaid first class mail or delivered by personal delivery or in such other manner as the Director may approve to the intended recipient and any bid, circular or notice so mailed or delivered shall be deemed to have been delivered and, subject to subsection (8) and subsection (9), shall be deemed conclusively for the purposes of this Part and the regulations to have been dated as of the date on which it was so mailed or delivered to all or substantially all of the persons or companies entitled to receive it.

(7) Commencing take-over bid by advertisement.-- An offeror may commence a take-over bid by publishing an advertisement containing a brief summary of the bid in at least one major daily newspaper of general and regular paid circulation in Ontario, or by disseminating the advertisement in a prescribed manner, if,

(a) concurrently with, or before, the date of first publication or first dissemination of the advertisement, the offeror, or a person or company acting on its behalf, files the bid and delivers it to the offeree issuer's principal office, and files such advertisement;

(b) concurrently with, or before, the date of first publication or first dissemination of the advertisement, the offeror, or a person or company acting on its behalf, requests from the offeree issuer a list of the security holders referred to in paragraph 1 of section 95; and

(c) within two business days of the receipt by or on behalf of the offeror of a list of the security holders referred to in paragraph 1 of section 95, the bid is delivered to those security holders in accordance with subsection (6).

(8) Idem.-- If a take-over bid is commenced in accordance with subsection (7), the bid shall be deemed conclusively for the purposes of this Part and the regulations to have been dated as of the date of first publication or first dissemination of the advertisement referred to in subsection (7).

(9) Idem.-- If a take-over bid is advertised in accordance with subsection (7), and the offeror or a person or company acting on its behalf has complied with paragraphs (a) and (b) of that subsection but has not yet delivered the bid under paragraph (c) of that subsection, a change or variation thereto prior to the date on which the bid is delivered to security holders in accordance with paragraph (c) of that subsection that is advertised in a manner provided under subsection (7) shall be deemed conclusively for the purposes of this Part and the regulations to have been dated as of the date of first publication or first dissemination of the advertisement relating to the change or variation if,

(a) the advertisement contains a brief summary of the change or variation;

(b) concurrently with, or before, the date of first publication or first dissemination of the advertisement relating to the change or variation, the offeror, or a person or company acting on its behalf, files the notice of change or variation and delivers it to the offeree issuer's principal office, and files such advertisement; and

(c) within two business days of the receipt by or on behalf of the offeror of a list of the security holders referred to in paragraph 1 of section 95, the bid and the notice of change or variation is delivered to those security holders in accordance with subsections 98(2) or 98(4), as applicable, and subsection (6).

(10) Idem. -- If an offeror, or a person or company acting on its behalf, satisfies the requirements of subsection (9), the notice of change or variation shall not be required to be filed and delivered under subsection (4).

5. Paragraph 28 of subsection 143(1) of the Securities Act, as re-enacted by the Statutes of Ontario, 1994, chapter 33, section 8, is amended by adding the following subparagraphs:

vii. varying any or all of the time periods in Part XX of the Act, and

viii. prescribing manners of disseminating advertisements in accordance with subsection 100(7) of the Act.