Canadian Regulators Seek Comment on Passport System

    VANCOUVER, March 28 /CNW/ - The Canadian Securities Administrators (CSA),
except for the Ontario Securities Commission, published today their proposal
for implementing the second phase of the securities regulation passport for
    Proposed National Instrument 11-102 Passport System is a major step
toward meeting the commitments set out in the memorandum of understanding
regarding securities regulation among the governments of all provinces and
territories, except Ontario.
    The passport will allow someone to clear a prospectus, register as a
dealer or adviser, or obtain a discretionary exemption from the home province
regulator and have that clearance, registration or exemption apply in all
other provinces and territories. It also ensures that public companies are
subject to only one set of harmonized continuous disclosure requirements.
    "The passport will give market participants faster and simpler access to
Canada's capital markets by allowing them to deal only with one regulator and
one set of harmonized requirements," said Jean St-Gelais, Chair of the CSA and
President & Chief Executive Officer of the Autorité des marchés financiers.
"We look forward to discussing the proposed rule with industry and then moving
ahead to implement it as soon as we can."
    The foundation for the passport is a set of harmonized regulatory
requirements consistently interpreted and applied throughout Canada. The
proposed rule would be finalized by the end of 2007 and implemented in stages
starting in early 2008 as the proposed new national rules on prospectus
requirements (NI 41-101) and registration requirements (NI 31-103) are
    "The passport we propose is a Pan-Canadian system that will simplify
regulation and benefit businesses and investors in all provinces and
territories," said Mr. St-Gelais. "Although the Ontario Securities Commission
is not participating in the proposal, we have designed it so Ontario can join
if it makes the necessary legislative changes."
    The proposed rule and related documents are available on various CSA
members' websites. The comment period is open until May 28, 2007.
    The CSA, the council of the securities regulators of Canada's provinces
and territories, co-ordinates and harmonizes regulation for the Canadian
capital markets.

                               Passport system

    What is passport?  A system that gives a public company or an investment
                       firm access to markets across Canada by dealing only
                       with its principal regulator and complying only with
                       harmonized laws
    How does it work?  -     Each market participant has a principal
                       -     A market participant can clear a prospectus,
                             register as a dealer, adviser or representative,
                             or obtain an exemption across Canada through its
                             principal regulator
                       -     Market participants are subject only to
                             harmonized prospectus, registration and
                             continuous disclosure requirements across Canada
    What are the       Simpler     -  need only one decision
     benefits of                   -  comply only with harmonized laws
     passport?         Faster      -  deal with one regulator
                       Cheaper     -  eliminate professional costs for
                                      dealing with multiple regulators and
                                      different laws

    A market participant filing a prospectus across Canada will
        -      need to comply only with harmonized prospectus requirements
        -      have its prospectus reviewed by only one regulator
        -      need a receipt for the prospectus from only one regulator

    A firm or individual already registered as a dealer or adviser across
        -     is automatically transferred to passport unless the dealer or
              adviser opts out
        -     continues to deal with the IDA, where applicable
    A firm or individual seeking registration as a dealer or adviser across
     Canada will
        -     file an application only in one jurisdiction
        -     have its application reviewed by only one regulator
        -     need a decision from only one regulator
    All firms and individuals under passport will need to comply with
        -     harmonized registration requirements
        -     a few local requirements that CSA will attempt to harmonize
        -     only with the terms and conditions imposed by their principal

    Discretionary exemptions
    A market participant that needs a discretionary exemption in multiple
     jurisdictions will
        -     file an application only in one jurisdiction
        -     have its application reviewed by only one regulator
        -     need a decision from only one regulator

    Continuous disclosure
    An issuer that is a reporting issuer across Canada will
        -     need to comply only with harmonized continuous disclosure
        -     have any continuous disclosure exemption granted to it under
              the principal regulator system (MI 11-101) grandfathered

For further information:

For further information: Frédéric Alberro, Autorité des marchés
financiers, (514) 940-2176; Jane Gillies, New Brunswick Securities Commission,
(506) 643-7745; Andrew Poon, British Columbia Securities Commission, (604)
899-6880; Nicholas A. Pittas, Nova Scotia Securities Commission, (902)
424-6859; Tamera Van Brunt, Alberta Securities Commission, (403) 297-2664;
Dean Murrison Saskatchewan Financial Services Commission, (306) 787-5879;
Kristen Jones, Manitoba Securities Commission, (204) 945-1513; Doug Connolly,
Financial Services Regulation Division, Consumer and Commercial Affairs
Branch, Department of Government Services, Newfoundland and Labrador, (709)

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