The Securities Commission has granted BRP Inc. an exemption from the requirement that an issuer must take up all shares deposited under an issuer bid before extending the offer, as stipulated in Section 2.32 of Regulation 62-104. This decision is contingent on the company’s compliance with certain conditions, including taking up and paying for shares in the manner described, eligibility to rely on the Liquid Market Exemption, and adherence to the requirements of Regulation 14E.
BRP Inc. proposed a modified Dutch auction to repurchase up to $250,000,000 of its subordinate voting shares within a specified price range. The exemption allows BRP Inc. to determine the final purchase price after considering all shares tendered during the initial offer and any extension period, without first taking up all shares deposited before extending the offer.
The decision is based on representations from BRP Inc., including details of the auction process, funding of the offer, and the intention to rely on the Liquid Market Exemption from the formal valuation requirements under Regulation 61-101. The company confirmed a liquid market for its shares and provided a Liquidity Opinion from RBC Dominion Securities Inc.
The decision was made by the Autorité des marchés financiers as the principal regulator, and it also represents the decision of the securities regulatory authority in Ontario. The exemption is subject to the company’s compliance with the conditions and applicable securities laws.