The Securities Commission granted an exemption to an issuer from the requirement under subsection 2.32(4) of National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104), which stipulates that an issuer must take up all securities validly deposited and not withdrawn under an issuer bid before extending the bid, provided certain terms and conditions are met. This decision was made in connection with the issuer’s proposed purchase of a portion of its issued and outstanding common shares through an issuer bid.
The issuer is a reporting issuer in all Canadian provinces, with its shares listed on the Toronto Stock Exchange. The board believes that the purchase of shares is in the best interests of the company and its shareholders, as it provides value and reflects the underlying value and growth prospects of the issuer.
The issuer bid, which commenced on August 22, 2022, involves a modified Dutch auction procedure with a specified price range for the shares. The issuer will fund the purchase from available cash and a loan facility. Shareholders can tender their shares at specified prices within the range or at the final purchase price determined by the auction tenders.
The exemption was granted subject to conditions, including that the issuer must take up and pay for the shares as described in the issuer bid circular, be eligible to rely on the Liquid Market Exemption under Multilateral Instrument 61-101, issue a press release announcing the exemption, and comply with U.S. Regulation 14E.
The decision was made by the Ontario Securities Commission, which is the principal regulator for this application, and the issuer has provided notice that it intends to rely on the exemption in multiple Canadian jurisdictions.