The Securities Commission granted exemptive relief to a French issuer, April SAS, from the prospectus and registration requirements for trades related to an employee share offering. The issuer could not use the employee exemption under section 2.24 of Regulation 45-106 as the securities were offered through special purpose entities (FCPEs) rather than directly to Canadian employees. Canadian participants will receive disclosure documents, and the FCPEs are regulated by the local securities authority. The offering will not induce participation through employment expectations, and there is no market for the issuer’s securities in Canada. The relief is subject to conditions, including a five-year sunset clause.
Relevant laws include:
– Securities Act, R.S.O. 1990, c. S.5, ss. 53(1) and 74(1)
– Regulation 45-106 respecting Prospectus Exemptions, s. 2.24
– Regulation 31-103 respecting Registration Requirements, Exemptions and Ongoing Registrant Obligations, s. 8.16