Securities Law & Instruments

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NOTICE OF MINISTERIAL APPROVAL OF AMENDMENTS
TO TAKE-OVER BID REGIME AND EARLY WARNING SYSTEM



On March 31, 2016, the Minister of Finance approved:

(a) the adoption of National Instrument 62-104 Take-Over Bids and Issuer Bids;

(b) the repeal of Ontario Securities Commission (OSC or the Commission) Rule 62-504 Take-Over Bids and Issuer Bids;

(c) amendments to National Instrument 62-103 Early Warning System and Related Take-Over Bid and Insider Reporting Issues;

(d) consequential amendments to sections 43, 248 and 252 of Regulation 1015 of the Securities Act (Ontario); and

(e) consequential amendments to the following instruments:

• Multilateral Instrument 13-102 System Fees for SEDAR and NRD;

• OSC Rule 13-502 Fees;

• OSC Rule 14-501 Definitions;

• National Instrument 43-101 Standards of Disclosure for Mineral Projects;

• OSC Rule 48-501 Trading During Distributions, Formal Bids and Share Exchange Transactions;

• Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (MI 61-101);

• OSC Rule 71-801 Implementing the Multijurisdictional Disclosure System;

• OSC Rule 71-802 Implementing National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers; and

• OSC Rule 91-502 Trades in Recognized Options

(the adoption, repeal, amendments, and consequential amendments collectively, the Amendments).

The Amendments, together with related policy changes to National Policy 62-203 Take-Over Bids and Issuer Bids, and consequential changes to Companion Policy 55-104CP Insider Reporting Requirements and Exemptions and Companion Policy 61-101CP to MI 61-101 (the related and consequential policy changes together, the Policy Changes), were made by the Commission on January 26, 2016. They were published on the OSC website at http://www.osc.gov.on.ca and in the OSC Bulletin in (2016), 39 OSCB (Supp-1) and (2016), 39 OSCB 1745 on February 25, 2016.

In Ontario, the Amendments and Policy Changes come into force on the day on which sections 1, 2 and 3, subsections 4 (2) and (3), and sections 5, 7, 8 and 10 of Schedule 18 of the Budget Measures Act, 2015 (Ontario) are proclaimed into force. The Lieutenant Governor named, by proclamation, May 9, 2016 as the day on which sections 1, 2 and 3, subsections 4 (2) and (3), and sections 5, 7, 8 and 10 of Schedule 18 of the Budget Measures Act, 2015 (Ontario) come into force.

The text of the Amendments approved by the Minister of Finance, as well as the Policy Changes, is set out in Chapter 5 of this Bulletin.