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The Securities Amendment Act

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S.M. 1996, c. 50

THE SECURITIES AMENDMENT ACT


 

THE SECURITIES AMENDMENT ACT

(Assented to November 19, 1996)

HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Manitoba, enacts as follows:

C.C.S.M. c. S50 amended

1          The Securities Act is amended by this Act.

2         Subsection 3(4) is amended by adding "and subsection 149.1(1)" after "29".

3         Clause 4(1)(a) is amended by adding "and subsection 149.1(1)" after "29".

4         Clause 136(1)(c) is repealed and the following is substituted:

(c) contravenes this Act, the regulations or a rule specified in a regulation under clause 149(cc); or

5         Section 149 is repealed and the following is substituted:

Regulations

149       The Lieutenant Governor in Council may make regulations,

(a) governing trading and, without limiting the generality of the foregoing,

(i) respecting the listing and trading of securities,

(ii) respecting advertising relating to trading in securities,

(iii) establishing the principles for determining the market value, market price or closing price of a security and authorizing the commission to make that determination,

(iv) prescribing which primary distributions to the public, and trading in relation to the distributions, are primary distributions to the public and trading outside of Manitoba;

(b) requiring any information, documents, records or other materials to be filed, furnished or delivered;

(c) requiring the inclusion or permitting the exclusion of any information, documents, records or other materials that may be required to be filed, furnished or delivered;

(d) prescribing terms and conditions of an escrow or pooling agreement;

(e) prescribing categories of issuers for the purposes of the prospectus requirements and classifying issuers into categories;

(f) governing commodity pools and, without limiting the generality of the foregoing, prescribing requirements respecting commodity pools and prohibiting or restricting the payment of commissions or compensation;

(g) governing derivatives and, without limiting the generality of the foregoing, providing exemptions and prescribing requirements in respect of derivatives;

(h) respecting any matter necessary or advisable to facilitate primary distributions to the public and compliance with this Act and the regulations by foreign issuers;

(i) prescribing requirements in respect of reverse take-overs and investment contracts;

(j) governing registration and, without limiting the generality of the foregoing,

(i) prescribing requirements in respect of applications for registration and the renewal, amendment, expiration or surrender of registration,

(ii) respecting the suspension, cancellation and reinstatement of registration,

(iii) prescribing categories or sub-categories of registrants,

(iv) classifying registrants into categories or sub-categories,

(v) prescribing the conditions of registration or other requirements for registrants or any category or sub-category of registrants, including

(A) standards of practice and business conduct of registrants in dealing with their customers and clients and prospective customers and clients,

(B) requirements governing ownership or control of the registrants,

(C) requirements in respect of membership in a self-regulatory organization,

(vi) prescribing requirements in respect of the disclosure or furnishing of information to the public or the commission by registrants,

(vii) prescribing requirements in respect of the books, records and other documents required to be kept by registrants,

(viii) respecting conflicts of interest,

(ix) respecting bonds and bonding,

(x) respecting compensation funds or contingency trust funds;

(k) governing annual information forms, annual reports, preliminary prospectuses, prospectuses, pro forma prospectuses, short form prospectuses, pro forma short form prospectuses, exchange offering prospectuses, simplified prospectuses, risk disclosure statements, offering memorandums or any other disclosure documents and, without limiting the generality of the foregoing, prescribing procedures and requirements with respect to

(i) the use, form and contents of those documents,

(ii) the preparation, filing, delivery or dissemination of those documents,

(iii) the issuance of receipts,

(iv) the incorporation of other documents by reference;

(l) providing for and governing exemptions from the registration or prospectus requirements and, without limiting the generality of the foregoing,

(i) prescribing trades, primary distributions to the public and securities in respect of which registration is not required,

(ii) prescribing trades, primary distributions to the public and securities in respect of which the filing of a prospectus is not required,

(iii) respecting the modification or variation of those exemptions,

(iv) respecting the restriction or removal of those exemptions;

(m) governing mutual funds and non-redeemable investment funds and the advertising, distribution and trading of the securities of the funds and, without limiting the generality of the foregoing,

(i) designating funds or one or more classes of them as private funds,

(ii) respecting sales charges imposed by a distribution company or contractual plan service company under a contractual plan on purchasers of shares or units of a fund,

(iii) prescribing a penalty for the early redemption of shares or units of a fund,

(iv) prescribing the form and contents of reports to be filed by the management company or distributors of a fund,

(v) respecting

(A) the custodianship of assets of a fund,

(B) the minimum initial capital requirements for a fund making a distribution and prohibiting or restricting the reimbursement of costs associated with the organization of a fund,

(C) any matters affecting a fund that require the approval of security holders of the fund, the commission or the director,

(D) the contents and use of sales literature, sales communications and advertising relating to a fund or securities of a fund,

(vi) permitting or restricting investment policy and practices in connection with a fund;

(n) governing documents filed under Parts X and XII and, without limiting the generality of the foregoing, providing for

(i) the use, form and contents of those documents,

(ii) the preparation, audit, filing, delivery and dissemination of those documents,

(iii) exemptions from the requirements of Parts X and XII;

(o) governing insider trading and self-dealing and, without limiting the generality of the foregoing,

(i) prescribing the form, contents and filing requirements of the reports to be filed under Part XI,

(ii) respecting self-dealing and conflicts of interest,

(iii) modifying, varying or restricting any requirement under Part XI,

(iv) exempting a person or company from any requirement under Part XI;

(p) governing take-over bids, issuer bids, insider bids and going private transactions and, without limiting the generality of the foregoing,

(i) respecting the use, form and contents and filing requirements of any information, documents, records or other materials required to be prepared, filed, delivered or disseminated in connection with such bids or transactions,

(ii) respecting requirements for disclosure, valuations, review by independent committees of boards of directors and approval by minority security holders in connection with such bids or transactions,

(iii) respecting defensive tactics in connection with take-over bids,

(iv) providing for exemptions from Part IX;

(q) governing the format, preparation, form, contents, execution, certification, filing, review, public inspection and the dissemination and other use of all information, documents, records or other materials required under or governed by this Act and the regulations and, without limiting the generality of the foregoing,

(i) respecting applications for registration and other purposes,

(ii) respecting preliminary prospectuses and prospectuses,

(iii) respecting interim financial statements and financial statements,

(iv) respecting proxies and information circulars,

(v) respecting take-over bid circulars, issuer bid circulars, directors' circulars and offering memorandums,

(vi) establishing procedures and requirements in respect of the use of any electronic or computer-based system for the filing, delivery or deposit of information, documents, records or materials,

(vii) varying or modifying the application of this Act to facilitate the use of an electronic or computer-based system for the filing, delivery or deposit of information, documents, records or materials,

(viii) prescribing the circumstances in which persons or companies will be deemed to have signed or certified information, documents, records or materials on an electronic or computer-based system for any purposes of this Act;

(r) governing stock exchanges and, without limiting the generality of the foregoing,

(i) respecting the recognition of stock exchanges,

(ii) prescribing requirements in respect of the review or approval by the commission of any by-law, rule, regulation, policy, procedure, interpretation or practice of recognized stock exchanges,

(iii) providing for the collection and remission by recognized stock exchanges of fees payable to the commission,

(iv) prescribing requirements in respect of the books and records to be maintained by recognized stock exchanges;

(s) governing the requirements, practice and procedure for investigations, hearings, reviews and appeals and, without limiting the generality of the foregoing, providing for

(i) costs in respect of matters heard before the commission or the director,

(ii) costs in respect of investigations,

(iii) costs in respect of services provided by persons appointed or engaged and the appearance of witnesses;

(t) governing undertakings and agreements between the commission or director and a person or company;

(u) providing for and governing the payment of money by a person or company pursuant to an undertaking or agreement with the commission or director;

(v) governing the administration and disposition of money received pursuant to an undertaking or agreement;

(w) determining what constitutes a false or misleading appearance of trading activity in a security or an artificial price for a security;

(x) respecting any matter necessary or advisable to carry out effectively the intent and purpose of section 113 and, without limiting the generality of the foregoing,

(i) providing for exemptions from any requirements of that section,

(ii) prescribing standards or criteria for determining when a material fact or material change has been generally disclosed;

(y) prescribing the form of endorsement for the purposes of extra-provincial warrants;

(z) providing for and governing fees payable to the commission and the provision of any service or function performed in respect of those fees;

(aa) defining for the purposes of this Act terms used in this Act that are not defined in this Act;

(bb) governing the procedure to be followed by the commission with respect to making or repealing rules under section 149.1;

(cc) specifying rules of the commission under section 149.1 a contravention of which constitutes an offence;

(dd) governing any other matter related to the carrying out of this Act or the conduct of the business and affairs of the commission.

Commission may make rules

149.1(1)  The commission may, subject to this section and the regulations referred to in clause 149(bb), make rules in respect of any of the matters referred to in section 149 other than those referred to in clauses 149(z), (bb) and (cc).

Regulation prevails

149.1(2)  Where the provisions of a regulation made under section 149 and a rule made under this section conflict, the regulation prevails.

L.G. in C. may amend or repeal rule

149.1(3)  The Lieutenant Governor in Council may amend or repeal any rule made by the commission under this section.

Force and effect of rule

149.1(4)  Subject to subsections (2) and (3) and section 149.2, a rule made by the commission under this section has the same force and effect as a regulation made by the Lieutenant Governor in Council under section 149.

Regulations Act not applicable

149.1(5)  The Regulations Act does not apply to a rule made by the commission under subsection (1).

Publication of rules

149.2(1)  Every rule made under section 149.1 shall be published in The Manitoba Gazette.

Effect of publication

149.2(2)  On publication of a rule in The Manitoba Gazette,

(a) every person or company is deemed to have notice of the rule; and

(b) the rule is deemed to be valid despite any irregularity or any defect in the rule-making process.

Effect of non-publication

149.2(3)  Until a rule is published in The Manitoba Gazette, it is not enforceable against a person or company who has not had actual notice of the rule.

Evidence Act

149.3(1)  For the purposes of The Evidence Act, a rule made under section 149.1 shall be treated in the same manner as if it were a regulation.

Application of regulations and rules

149.3(2)  A regulation or rule may be of general or specific application.

Incorporation by reference

149.3(3)  A regulation or rule may incorporate by reference, in whole or in part, any standard, procedure or guideline and may require compliance with any standard, procedure or guideline adopted.

Exemption from a regulation or rule

149.4     A regulation or rule may authorize the commission or the director to grant an exemption to the regulation or rule

(a) in whole or in part; and

(b) subject to conditions or restrictions.

Policy statements

149.5(1)  The commission may issue policy statements, and other instruments the commission considers advisable, to facilitate the exercise of its powers and the performance of its duties under this Act, the regulations and the rules of the commission made under subsection 149.1(1).

Statements not rules or regulations

149.5(2)  A policy statement or other instrument referred to in subsection (1) is neither

(a) a rule of the commission for the purposes this Act; nor

(b) a regulation within the meaning of The Regulations Act.

Coming into force

6         This Act comes into force on a day fixed by proclamation.