The Securities Commission granted an exemption to a cross-listed issuer, Nutrien Ltd., from certain issuer bid requirements to allow the company to purchase up to 10% of its public float on U.S. markets as part of its normal course issuer bids (NCIBs) through the Toronto Stock Exchange (TSX). This decision is subject to the condition that the bids comply with applicable U.S. laws and Part 6 (Order Protection) of National Instrument 23-101 Trading Rules.
The key regulations involved are National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104), which sets out the framework for issuer bids, and Multilateral Instrument 11-102 Passport System (MI 11-102), which facilitates a coordinated review process for exemptive relief applications in multiple jurisdictions.
The exemption was granted based on several factors, including that Nutrien Ltd. is a reporting issuer in good standing in Canada and the U.S., the shares are cross-listed on the TSX and NYSE, and the company’s intention to comply with the safe harbor provisions of Rule 10b-18 under the U.S. Exchange Act.
The exemption is limited to the acquisition of shares by Nutrien Ltd. pursuant to a current bid or one commenced within 12 months from the date of the decision, and it is contingent on the company meeting specific conditions, such as issuing a press release detailing the terms of the exemption and ensuring that the aggregate number of shares purchased does not exceed certain thresholds.
The decision was made by the Financial and Consumer Affairs Authority of Saskatchewan as the principal regulator, and it also represents the decision of the securities regulatory authority in Ontario. The exemption sought by Nutrien Ltd. is intended to be relied upon in several other Canadian provinces as well.