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The Securities Act

R.S.M. 1988, c. S50

The Securities Act

Table of Contents

1 Definitions.
(2) Affiliated companies.
(3) Controlled companies.
(4) Subsidiary company.
(5) Holding companies.
(6) Beneficial ownership of securities.
(7) Deemed ownership by company.
PART I
SECURITIES COMMISSION
2 Commission continued.
(2) Chairman and vice-chairman.
(3) Administration of Act.
(4) Quorum.
(5) Sittings.
(6) Separate sittings.
(7) Choice of members.
(8) Evidence out of Manitoba.
3 Chairman.
(2) Absence of chairman.
(3) Members.
(4) Delegation.
(5) Review.
4 Functions of director.
(2) Director administrative officer.
(3) Deputy directors.
(4) Signing of orders.
5 Rules as to hearings.
(2) Record of evidence.
(3) Hearing under delegated power.
PART II
REGISTRATION
6 Registration required.
(2) Acting as partner in trade.
(3) Salesman.
(4) Underwriters.
(5) Investment counsel.
(6) Securities adviser.
(7) Advising.
(8) Terms and conditions.
(9) Registration in accordance with Act
(10) Certificate of registration required.
(11) Suspension.
(12) Separate registration not required.
(13) Approval of new partners.
(14) Termination of employment of salesman.
(15) Non-trading employees.
7 Registration by director.
(2) Refusal of registration.
(3) Restrictions on registration.
(4) Requirement for bond.
(5) Stockbrokers.
(6) Commodity brokers.
8 Suspension or cancellation.
(2) Interim suspension.
9 Further application for registration.
10 Application on forms with proper fees.
11 Address for service.
12 Further information.
13 Appointment of experts.
(2) Submission of documents to experts.
(3) Payment for services.
14 Requirement of residence.
(2) Definition.
(3) Servicemen and students.
15 Notice to director by brokers and dealers.
(2) Notice to director by security issuer.
(3) Notice to director by investment counsel.
(4) Notice to director by salesmen.
(5) Notice to director by sub-broker-dealer.
(6) Exemption.
16 Revenue of commission.
(2) Costs of administration.
17 Refunds.
18 Exemptions from registration.
19 Trades exempt from registration.
(2) Trades exempted from registration.
(3) Private placement.
(4) Interpretation for subsection (3).
(5) Removal of exemptions.
(6) Hearing.
(7) Notice of temporary order.
(8) Loss of private company status.
20 Exemption by commission.
(2) Publication of notice.
(3) Regulations Act not to apply.
21 Real Estate Brokers Act
PART III
INVESTIGATION AND ACTION BY COMMISSION
22 Investigation of probable offence.
(2) Order for investigation.
(3) Scope of investigation.
(4) Powers.
(5) Counsel.
(6) Seizure of property.
(7) Inspection or return of property.
(8) Accountants and other experts.
(9) Inspection of property.
(10) Report of investigation.
(11) Meaning of "investigation".
23 Investigation under order of minister.
24 Evidence not to be disclosed.
(2) Exceptions.
25 Reporting to minister.
26 Order to hold funds.
(2) Application for direction.
(3) Notice to district registrars.
27 Application for appointment of receiver.
(2) Appointment.
(3) Ex parte application.
(4) Powers of receiver.
(5) Enforcement of order.
(6) Rules of practice to apply.
28 Costs of an investigation.
(2) Recovery of costs.
PART IV
APPEALS
29 Review by commission.
(2) Power on review.
(3) Reference by director to commission.
30 Appeal to Queen's Bench judge.
(2) Form of appeal.
(3) Time for appeal.
(4) Transmission of material to court.
(5) Commission party to appeal.
(6) Order of judge.
(7) Commission may make further direction.
(8) Suspension of orders.
31 Submission of question of law.
(2) Service on persons concerned.
(3) Service on other persons interested.
(4) Effect of court's decision.
PART V
AUDITS
32 Panel of auditors.
33 Audits by stock exchanges and associations.
(2) Approval by commission.
34 Annual financial statement filing.
(2) Extended meaning of "registrant'*.
(3) Auditor to be chartered accountant.
(4) Variation.
35 Commission may make audits.
(2) Access to books.
(3) Fees.
PART VI
PROSPECTING SYNDICATES
36 Agreements.
(2) Receipt for filed agreement.
(3) Business Names Registration Act.
(4) Registrants not to trade.
(5) Actions by or against syndicate.
(6) Execution of deeds by syndicate.
PART VII
TRADING IN THE COURSE
OF PRIMARY DISTRIBUTION TO THE PUBLIC
37 Prohibition as to trading.
(2) Receipt for preliminary prospectus.
38 Interpretation.
(2) Distribution of notice.
(3) Shorter waiting period.
(4) Record of distribution.
39 Form and content
(2) Exclusions.
(3) Statement on cover.
40 Defective preliminary prospectus.
(2) Amendment for material adverse change.
(3) Amendments forwarded to recipients.
41 Prospectus.
(2) Form and content
(3) Supplemental material.
42 Additional information.
43 Financial statements.
(2) Statements for part of year.
(3) Omission.
(4) Consolidated statements.
44 Pro forma balance sheet.
45 Acquisition of business.
(2) Periods to be covered.
(3) Omission of certain statements.
(4) Additional statements required.
(5) Consolidated statements.
46 Report on financial statements.
(2) Opinion of auditor.
(3) Contents of report
(4) Where no qualification allowed.
(5) Unaudited financial statements.
(6) Advice of auditor.
47 Statements to be approved.
48 Designation of statements.
49 Financial statements of subsidiaries.
50 Consents of experts to be filed.
(2) Consents may be dispensed with.
(3) Contents of consents.
(4) Disclosure of interest.
(5) Disclosure of appointments.
(6) Exception.
51 Further consents.
52 Certificate in prospectus by promoter.
(2) Substitute signatures.
(3) Directors acting as officers.
(4) Director may require promoter to sign.
(5) Signature by agent of promoter.
(6) Exemption for promoters.
53 Certificate in prospectus by underwriter.
(2) Signature by underwriter's agent.
54 Notice of primary distribution.
(2) Notice of cessation.
55 Material change during distribution.
56 New prospectus to be filed.
57 Limitation on materials distributed.
58 Where section 37 does not apply.
(2) Purchases by trust companies as trustees.
(3) Certain securities exempt.
(4) Application of sections 64, 65 and 141.
59 Application for determination.
(2) Deeming trade not in primary distribution.
(3) Ruling that registration not required.
(4) Determination of conclusion.
(5) No suspension of order.
60 Orders to furnish information.
(2) Orders waiving statutory requirements.
(3) Directors deemed to have signed.
61 Issue of receipts.
(2) Right to be heard.
62 Orders to cease trading.
(2) Hearing.
(3) Notice.
63 Additional information.
(2) Orders to cease trading.
64 Obligation to deliver prospectus.
(2) Withdrawal from purchase.
(3) Where subsection (2) does not apply.
(4) Time of receipt.
(5) Receipt of prospectus by agent
(6) Receipt of notice by agent.
(7) Where person or company acting as agent
(8) Onus of proof.
(9) Prospectus to contain statement of rights.
65 Right to rescind.
(2) Period of limitation.
(3) Application of subsection (1).
(4) Time of receipt.
(5) Receipt by agent
(6) Where acting as agent.
(7) No derogation of rights.
(8) Statement in prospectus.
66 Extended application of Part
PART VIII
TRADING IN SECURITIES GENERALLY
67 Confirmation of trade.
(2) Exception.
(3) Disclosure of principal.
(4) Use of code on confirmation.
68 Calling at or telephoning residence.
(2) Exemption.
(3) Definition of "residence".
(4) Definition of "person".
69 Prohibition of representations.
(2) Promises.
(3) Representation re listing.
(4) Exception.
70 Notice where acting as principal.
(2) Written confirmation.
(3) Acting as agent.
(4) Exception.
71 Rescission of contract.
(2) Rescission for breach of 70(2).
(3) Onus.
(4) Period of limitation.
72 Disclosures.
(2) "Relevant person" defined.
(3) Publication of names.
73 Use of name of another registrant.
74 Registration not to be advertised.
75 Holding out by unregistered person.
76 Advertising commission's approval.
77 Margin contracts.
(2) Exercise of option.
78 Declaration as to short position.
79 Voting of shares in name of registrant.
(2) Where registrant not to vote shares.
(3) Copies of material to be furnished.
(4) Voting of shares.
(5) Proxies.
(6) Shareholders meeting not affected.
(7) Voting rights not extended.
PART IX
TAKE-OVER BIDS
80 Definitions for Part.
(2) Computation of time, expiry of bid.
(3) Convertible securities.
81 Deemed beneficial ownership.
(2) Calculation of holdings, joint offers.
(3) Unissued securities deemed outstanding.
82 Acting jointly or in concert.
(2) Limitation.
83 Application to direct and indirect offers.
84 Exempted take-over bids.
(2) Number of security holders.
(3) Exempted issuer bids.
(4) Stock exchange requirements.
85 Definition.
(2) Restrictions on acquisitions during bid.
(3) Permitted purchases during take-over bid.
(4) Restrictions on acquisition.
(5) Integration.
(6) Restriction on post-bid acquisition.
(7) Exceptions, normal course trades.
(8) Sales during bid prohibited.
(9) Exception.
86 General provisions.
87 Financing of bid.
88 Identical consideration.
(2) Collateral benefit.
(3) Increasing consideration.
89 Offeror's circular.
(2) Notice of change in information.
(3) Changes not within control of offeror.
(4) Variation in terms of bid.
(5) Ten days before expiry.
(6) Increase in cash offered.
(7) Content.
90 Directors' circular.
(2) Recommendation by board.
(3) Individual officer's or director's circular.
(4) Advising of consideration.
(5) Advising of decision of directors.
(6) Notice of change
(7) Individual circulars and notices.
(8) Content.
91 Delivery to offeree issuer.
(2) Delivery to offeree issuer and commission.
(3) Delivery and date of bid.
92 Securities, reports of acquisitions.
(2) Change in material facts.
(3) Restrictions on purchases.
(4) Exception.
93 Press release.
(2) Further press releases.
94 No duplication of reports.
95 Applications to the commission.
(2) Commission may vary conditions.
96 Applications to court
(2) Interim or final order.
97 Liability for misrepresentation in circular.
(2) Action for damages.
(3) Application of subsec. (1).
(4) Defence.
(5) Exemption from liability.
(6) Liability for negligence.
(7) Liability for non expert representations.
(8) Joint and several liability.
(9) Limitation of damages.
(10) Deemed take-over bid circular.
(11) No derogation of rights.
(12) Standard of reasonableness.
98 Liability of offeror.
99 Limitation periods.
PART X
PROXIES AND PROXY SOLICITATION
100 Definitions.
101 Mandatory provision of forms of proxy.
(2) Offence.
102 Information circular.
(2) Exceptions to subsection (1).
(3) Offence.
(4) Offence.
(5) Defence.
103 Compliance with laws of other jurisdiction.
(2) Conflict.
(3) When this Part ceases to apply.
104 Special form of proxy.
105 Where vote by ballot not required.
106 Undertakings.
(2) Refusal of receipt.
(3) Filing of forms of proxy.
107 Regulations.
PART XI
INSIDER TRADING
108 Definitions for Part XI.
(2) Interpretation.
109 Report by people becoming insiders.
(2) Report of acquisition by insider.
(3) Report of subsequent changes.
110 Reports may be inspected.
(2) Publication of information.
111 Offence.
(2) Offence.
(3) Defence.
(4) Consent to prosecute.
112 Trading where undisclosed change.
(2) Tipping.
(3) Prohibitions.
(4) Defence.
(5) Definition.
(6) Definition.
113 Liability for non-disclosure.
(2) Liability for tipping.
(3) Mutual funds.
(4) Accountability for gain.
(5) Liability, joint and several.
(6) Measure of damages.
(7) Definition.
(8) Security includes.
114 Order to commence action.
(2) Notice to corporation and commission.
(3) Order to require corporation to co-operate.
115 Regulations.
116 Conflict
(2) Ceasing to be subject to this Part.
117 Undertakings.
(2) Refusal of receipt.
PART XII
FINANCIAL DISCLOSURE
118 Definitions.
(2) Application to unincorporated mutual funds.
(3) Application of Part to persons.
119 Auditor's examination.
(2) Auditor's report
(3) Auditor's statement.
(4) Additional statements.
120 Comparative financial statement.
(2) Designation of statements.
(3) Mutual fund or investment companies.
121 Content of statement of profit and loss.
(2) Certain information by way of note.
(3) Mutual fund or investment companies.
122 Contents of statement of surplus.
(2) Statement of contributed surplus.
(3) Statement of earned surplus.
123 Statement of source of funds.
(2) Statement of changes in net assets.
(3) Note to statement
124 Contents of balance sheet
(2) Explanatory information by note.
125 Change in accounting principle.
(2) What affects comparability.
(3) Notes to financial statements.
(4) Note part of statements.
126 Insignificant matters.
127 Consolidated financial statements.
(2) Where no consolidation.
128 Use of the word "reserve".
129 Comparative interim statements.
(2) Mutual fund and investment companies.
(3) Note to interim financial statement.
(4) Effect of any change in accounting.
(5) Time of mailing.
130 Filing with commission.
(2) Report of auditor.
(3) Scope of auditor's report.
(4) Time for filing.
131 Relief against certain requirements.
(2) Order for exemption from Part XII.
(3) When this Part ceases to apply.
132 Undertakings.
133 Refusal of receipt.
134 Inspection of filed material.
135 Offence.
PART XIII
OFFENCES AND PENALTIES
136 General offences.
(2) Defence.
(3) Directors and officers.
(4) Contravention of 112(1), (2) or (3).
(5) Definition.
137 Time limitation.
138 More than one offence.
(2) Continuing offence.
PART XIV
GENERAL PROVISIONS
139 Stock exchanges.
(2) Powers re stock exchanges.
140 Records in stock exchanges.
141 Liability of directors.
142 Liability of commission members.
(2) Liability if complying with Act.
(3) Evidence in civil suits.
143 Records of commission.
(2) Copies of public documents.
144 Service of notices.
(2) Time of service by registered mail.
(3) Time of service by certified mail.
145 Use of government services.
(2) Commission exempt from certain fees.
146 Orders coming into force in future.
(2) Interim order.
147 Only substantial compliance required.
148 Order suspending trading.
(2) Temporary order.
(3) Notice of order.
149 Regulations.
150 Evidence of certified statements.
151 Warrant issued in another province.
CANADA
(2) Prisoner in transit.
152 Order for compliance.
(2) Time for service.
(3) Ex parte application.
(4) Extension of interlocutory order.
(5) Enforcement of order.
(6) Rules of court to apply.
153 Forfeiture or cancellation of bond.
(2) Cancellation of bond.
(3) Continuation of bond.
(4) Collateral securing bond.
(5) Proceedings by Crown.
(6) Disposition of proceeds of bond.
(7) Remission of bond.
154 Costs.
(2) Order for payment of costs.
PART XV
MINERAL INTEREST BROKERS
155 Definitions.
156 Registration of mineral interest broker.
(2) Registration of mineral interest salesman.
(3) Bond required.
(4) Application of Part II.
157 Exemption.
PART XVI
INVESTMENT CONTRACTS
158 Definition.
159 Limitation on issue.
160 Requirement for registration.
161 Exemption from prospectus requirement.
162 Application of 69(2).