THE SECURITIES ACT ) Order No. 6077 ) Section 20(1) ) February 26, 2010 BLANKET ORDER 31-505 Registration Exemption for Trades in Connection with Certain Prospectus-Exempt Distributions WHEREAS An application has been made by Staff to The Manitoba Securities Commission (the “Commission”) for an order under section 20(1) of The Securities Act, R.S.M. 1988, c. S50 (the “Act”) granting an exemption from the dealer registration requirement in section 6 of the Act for certain trades in securities. Definitions 1. Terms defined in the Act or in National Instrument 14-101 Definitions have the same meaning in this Blanket Order. Background 2. National Instrument 31-103 Registration Requirements and Exemptions (“NI 31-103”) classifies a registrant who trades in securities distributed under an exemption from the prospectus requirement as an Exempt Market Dealer. 3. NI 31-103 prescribes conditions of registration and other requirements and restrictions applicable to an Exempt Market Dealer. 4. National Instrument 45-106 Prospectus and Registration Exemptions exempts from the prospectus requirement certain distributions made in reliance on section 2.3 (to accredited investors), section 2.5 (to family, friends and business associates), section 2.9 (under an offering memorandum) or section 2.10 (minimum investment amount) (each of the foregoing distributions being a “Prospectus-Exempt Distribution”).
5. The Commission considers that limited blanket relief from the requirement to register as an Exempt Market Dealer for a trade in a security in connection with a Prospectus-Exempt Distribution would not be prejudicial to the public interest. Order The Commission is of the opinion that it would not be prejudicial to the public interest to grant the order requested. IT IS ORDERED: 1. THAT, under section 20(1) of the Act, that the dealer registration requirement does not apply to a trade in a security by a person or company in connection with a Prospectus-Exempt Distribution, provided that: (a) the person or company is not registered under provincial or territorial securities legislation; (b) the person or company is not registered under the securities legislation of a foreign jurisdiction; (c) prior to the trade, the person or company does not advise, recommend or otherwise represent to the purchaser that the security being traded is suitable for the purchaser, with regard to the purchaser’s (i) investment needs and objectives, (ii) financial circumstances, or (iii) risk tolerance; (d) at or before the time at which the purchaser enters into an agreement to purchase the security, the person or company obtains from the purchaser a signed Risk Acknowledgement Form in the form prescribed in Appendix A; (e) the person or company has not provided financial services to the purchaser other than in connection with a Prospectus-Exempt Distribution; (f) the person or company does not hold or have access to the purchaser’s assets; and, (g) the person or company has electronically filed with the Commission a current information report in the form prescribed in Appendix B, or has filed an update of a previously filed information report, on or before the 10 th day after the Prospectus-Exempt Distribution. 2. THAT this order takes effect on March 27, 2010. BY ORDER OF THE COMMISSION "Chris Besko" Deputy Director
Appendix A Risk Acknowledgement under Blanket Order 31-505 Registration Exemption for Trades in Connection with Certain Prospectus-Exempt Distributions Name of Issuer: Name of Seller: [INSTRUCTION: In this form “Seller” means the person or company relying on the exemption in General Order 45-918] I acknowledge that o the person selling me these securities is not registered with a securities regulatory authority and is prohibited from telling me that this investment is suitable for me; o the person selling me these securities does not act for me; o this is a risky investment and I could lose all my money; and, o I am investing entirely at my own risk. Date Signature of Purchaser Print name of Purchaser Name of salesperson acting on behalf of the Seller Notes to Purchaser: Sign two copies of this document. Keep one copy for your records. You may be required to sign an additional risk acknowledgement form under National Instrument 45-106 Registration and Prospectus Exemptions; You should contact a registered dealer or adviser if you want advice about the merits of this investment and whether these securities are a suitable investment for you.
Appendix B Information report under Blanket Order 31-505 Registration Exemption for Trades in Connection with Certain Prospectus-Exempt Distributions [Date] To: __ Alberta Securities Commission __ British Columbia Securities Commission __ Government of the North West Territories, Securities Office __ Government of Nunavut, Department of Justice __ Government of the Yukon Territory, Community Services __ Manitoba Securities Commission __ Saskatchewan Financial Services Commission INSTRUCTION: Choose the jurisdiction(s) in which you are in the business of trading in securities. For a discussion about what constitutes being in the business of trading in securities, see Companion Policy 31-103 Registration Requirements and Exemptions. [Name of firm or, if a sole proprietor, individual owner’s name and any related trade names] INSTRUCTION: State the full name of the firm or individual [Street address] INSTRUCTION: State the street office for the head office of the firm or proprietorship. Do not include a P.O. box or agent for service. [Website address for firm] INSTRUCTION: State the website address for the firm. If there is no website address, state “not applicable”. [Telephone number for firm or, if sole proprietor, individual] [Name of individual responsible for ensuring conditions to use this registration exemption are met] INSTRUCTION: State the name of the individual who may be contacted with respect to any questions regarding the contents of this report. This individual should be a senior executive for the firm. [Telephone number for responsible individual named above]
[E-mail address for responsible individual named above] Does the firm also carry on business at other office locations? __ Yes __ No [Names of salespersons employed by the firm to sell securities] [Date] Collection and use of personal information The personal information submitted in this report is collected on behalf of and used by the securities regulatory authorities or, where applicable, the regulators under the authority granted in securities legislation for the purposes of its administration and enforcement of the securities legislation. If anyone referred to in this report has any questions about the collection and use of their personal information, they can contact the regulator in the jurisdiction(s) where the report is filed, at the address(es) listed below. Alberta Alberta Securities Commission 4 th Floor, 300 - 5 th Avenue SW Calgary, AB T2P 3C4 Attention: Information Officer Telephone: (403) 355-4151 British Columbia British Columbia Securities Commission P.O. Box 10142, Pacific Centre 701 West Georgia Street Vancouver, BC V7Y 1L2 Attention: Freedom of Information Officer Telephone: (604) 899-6500 or (800) 373-6393 (in BC) Manitoba The Manitoba Securities Commission 500 - 400 St. Mary Avenue Winnipeg, MB R3C 4K5 Attention: Director of Registrations Telephone: (204) 945-2548 Fax: (204) 945-0330 Northwest Territories Government of the Northwest Territories P.O. Box 1320 Yellowknife, NWT X1A 2L9 Attention: Deputy Superintendent of Securities Telephone: (867) 920-8984
Nunavut Legal Registries Division Department of Justice Government of Nunavut P.O. Box 1000 Station 570 Iqaluit, NU X0A 0H0 Attention: Department Registrar of Securities Telephone: (867) 975-6190 Yukon Department of Community Services Yukon P.O. Box 2703 Whitehorse, YU Y1A 2C6 Attention: Registrar of Securities Telephone: (867) 667-5225 Saskatchewan Saskatchewan Financial Services Commission Suite 601, 1919 Saskatchewan Drive Regina, SK S4P 4H2 Attention: Director Telephone: (306) 787-5842
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