The Securities Commission granted an exemption to an issuer, SOL Global Investments Corp., from the requirement to take up all securities deposited under an issuer bid and not withdrawn, as stipulated in subsection 2.32(4) of National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104), subject to certain conditions. This exemption was sought in connection with the issuer’s proposed purchase of a portion of its issued and outstanding common shares through a Dutch auction process.
The issuer is a reporting entity in British Columbia, Alberta, and Ontario, with common shares listed on the Canadian Securities Exchange. The issuer bid circular outlined the terms of the Dutch auction, specifying a purchase price range and a maximum dollar amount for the buyback. The exemption allows the issuer to extend the offer without taking up all tendered shares if the aggregate purchase price is less than the specified maximum, provided that the issuer complies with the terms and conditions of the offer or waives them.
The exemption is contingent upon the issuer’s eligibility to rely on the Liquid Market Exemption under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (MI 61-101), which is based on the existence of a liquid market for the shares, as confirmed by a Liquidity Opinion included in the circular.
The decision was made under the authority of the Ontario Securities Commission, which is the principal regulator for this application, and the issuer also indicated reliance on Multilateral Instrument 11-102 Passport System in British Columbia and Alberta. The exemption was granted based on the representations of the issuer, including details of its share structure, the mechanics of the offer, and the board’s determination that the offer is in the issuer’s best interests.