Securities Act [RSBC 1996] c. 418

• Jurisdiction: British Columbia
• Year: 1996
• Act Number: [RSBC 1996] c. 418
• Reference: [RSBC 1996] c. 418
• Type of Document: Acts

Part 1 — Interpretation

1 Definitions

1 (1) In this Act:

"adviser" means a person engaging in, or holding themselves out as engaging in, the business of advising another with respect to investment in or the purchase or sale of securities or trades of derivatives;

"associate" means, if used to indicate a relationship with any person,

(a) a partner, other than a limited partner, of that person,

(b) a trust or estate in which that person has a substantial beneficial interest or for which that person serves as trustee or in a similar capacity,

(c) an issuer in respect of which that person beneficially owns or controls, directly or indirectly, voting securities carrying more than 10% of the voting rights attached to all outstanding voting securities of the issuer, or

(d) a relative, including the spouse, of that person or a relative of that person's spouse, if the relative has the same home as that person;

"auditor oversight body" means a self-regulatory body that

(a) regulates the auditing or review of financial statements that are required to be filed under this Act, and

(b) is recognized under section 24;

"benchmark" means a price, rate, index, value or measurement, or an estimate of a price, rate, index, value or measurement, that

(a) is determined from time to time by reference to or an assessment of an underlying interest,

(b) is disclosed to the public, and

(c) once publicly disclosed, would reasonably be expected to be referenced or used by or in relation to a security or derivative, including, for greater certainty, for the purposes of

(i) determining the interest payable or other sums that are due under a security or derivative,

(ii) determining the value of the security or derivative or the price at which the security or derivative may be traded, or

(iii) measuring the performance of a security or derivative;

"benchmark contributor" means a person that provides, or intends to provide, information in relation to a benchmark with the expectation that the information will or could be used by a benchmark administrator to determine the benchmark;

"business day" means a day other than Saturday or a holiday;

"Business Development Bank of Canada" means the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada);

"class of securities" includes a series of a class of securities;

"clearing agency" means,

(a) when used in relation to securities, a person that

(i) in connection with trades in securities, acts as an intermediary in paying funds or delivering securities,

(ii) provides a centralized facility through which trades in securities are cleared, or

(iii) provides a centralized facility as a depository of securities, and

(b) when used in relation to derivatives, a person that provides a centralized facility for the clearing or settlement of trades in derivatives if the facility

(i) enables the substitution of the credit of the person for the credit of a party to a derivative through novation or otherwise,

(ii) arranges for or provides, on a multilateral basis, the settlement or netting of obligations resulting from a derivative or a trade in a derivative, or

(iii) arranges for or provides the mutualization or transfer of credit risk that results from a derivative among some or all the persons that have entered into an agreement to access the facility,

but does not include a prescribed person or a person within a class of prescribed persons;

"commission" means the British Columbia Securities Commission continued under Part 2;

"commission rule" means a rule made or deemed to be made by the commission under section 184;

"commodity" means

(a) any good, article, service, right or interest of which any unit is, from its nature or by mercantile custom, treated as the equivalent of any other unit,

(b) the currency of any jurisdiction,

(c) a gem, gemstone, or other precious stone, or

(d) any other prescribed good, article, service, right or interest, or a class of any of those;

"contract" includes a trust agreement, declaration of trust or other similar instrument;

"contractual plan" means a contract or other arrangement for the purchase of securities of a mutual fund by payments over a specified period or by a specified number of payments where the amount deducted from any one of the payments as sales charges is larger than the amount that would have been deducted from that payment for sales charges if deductions had been made from each payment at a constant rate for the duration of the plan;

"control person" means

(a) a person who holds a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer, or

(b) each person in a combination of persons, acting in concert by virtue of an agreement, arrangement, commitment or understanding, which holds in total a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer,

and, if a person or combination of persons holds more than 20% of the voting rights attached to all outstanding voting securities of an issuer, the person or combination of persons is deemed, in the absence of evidence to the contrary, to hold a sufficient number of the voting rights to affect materially the control of the issuer;

"dealer" means a person who trades in securities or derivatives as principal or agent;

"decision", in relation to the commission, the executive director or a designated organization, means a direction, decision, order, ruling or requirement made under a power or right conferred by this Act or the regulations;

"derivative" includes

(a) an option, swap, futures contract, forward contract or other financial or commodity contract or instrument if the market price or value of, or the delivery obligations, payment obligations or settlement obligations connected to, the option, swap, contract or instrument reference, or are derived from or based on, an underlying interest,

(b) a security, or a security within a class of securities, described in an order made under section 3.2, or

(c) a security within a class of securities that are prescribed to be derivatives,

but does not include

(d) a derivative, or a derivative within a class of derivatives, described in an order made under section 3.1, or

(e) a prescribed derivative or a derivative within a prescribed class of derivatives;

"designated organization" means an organization that is authorized under section 184 (2) (e) to exercise a power or perform a duty of the executive director;

"director" means a director of a corporation or an individual performing a similar function or occupying a similar position for a corporation or for any other person;

"distribution" means, if used in relation to trading in securities,

(a) a trade in a security of an issuer that has not been previously issued,

(b) a trade by or on behalf of an issuer in a previously issued security of that issuer that has been redeemed or purchased by or donated to that issuer,

(c) a trade in a previously issued security of an issuer from the holdings of a control person,

(d) a trade by or on behalf of an underwriter in a security that was acquired by the underwriter, acting as underwriter, before February 1, 1987, if the security continues, on February 1, 1987, to be owned by or on behalf of that underwriter so acting,

(e) a trade deemed to be a distribution

(i) in an order made under section 76 by the commission or the executive director, or

(ii) in the regulations,

(f) a transaction or series of transactions involving further purchases and sales in the course of or incidental to a distribution, and

(g) a prescribed class of trade or transaction;

"distribution contract" means a contract under which a mutual fund or its legal representative grants to a person the right to purchase the securities of the mutual fund for distribution or to distribute the securities of the mutual fund on behalf of the mutual fund;

"economic interest" means

(a) a right to receive or the opportunity to participate in a reward, benefit or return from a security, or

(b) the exposure to a risk of a financial loss in respect of a security;

"exchange issuer" means an issuer whose securities are listed and posted for trading on an exchange recognized for the purpose of this definition by the commission, but does not include

(a) an issuer, or

(b) a class of issuers

described in an order which the commission may make for the purpose of this definition;

"executive director" means the executive director appointed under section 8;

"forward-looking information" means disclosure regarding possible events, conditions or financial performance that is based on assumptions about future economic conditions and courses of action and includes future oriented financial information with respect to prospective financial performance, financial position or cash flows that is presented either as a forecast or a projection;

"holder in British Columbia" means, in respect of a security of an issuer, a holder of the security of the issuer whose last address as shown on the books of the issuer is in British Columbia;

"individual" means a natural person, but does not include

(a) a partnership, unincorporated association, unincorporated syndicate, unincorporated organization or trust, or

(b) a natural person in the person's capacity as a trustee, executor, administrator or personal or other legal representative;

"insider" means

(a) a director or an officer of an issuer,

(b) a director or an officer of a person that is itself an insider or a subsidiary of an issuer,

(c) a person that has

(i) beneficial ownership of, or control or direction over, directly or indirectly, or

(ii) a combination of beneficial ownership of, and control or direction over, directly or indirectly,

securities of an issuer carrying more than 10% of the voting rights attached to all the issuer's outstanding voting securities, excluding, for the purpose of the calculation of the percentage held, any securities held...