The Securities Commission granted an exemption to a company (the Filer) from certain requirements in connection with its proposed issuer bid to purchase a portion of its outstanding subordinate voting shares through a modified Dutch auction. The exemptions relate to the proportionate take-up and payment requirements, the associated disclosure obligations, and the extension take-up requirement as stipulated in sections 2.26 and 2.32(4) of National Instrument 62-104 Take-Over Bids and Issuer Bids, as well as item 8 of Form 62-104F2.
The Filer, a reporting issuer in Canada with shares listed on the Toronto Stock Exchange and Nasdaq, sought to buy back shares up to a specified dollar amount. The purchase price per share was to be determined within a specified range through the auction process. Shareholders could tender their shares at a price within this range or agree to a purchase price determined by auction tenders.
The Commission’s decision to grant the exemption was subject to conditions that the Filer must take up and pay for shares in the manner described, be eligible to rely on the Liquid Market Exemption, and comply with Regulation 14E of the United States Securities Exchange Act of 1934. The exemptions were granted on the basis that the Filer would provide adequate disclosure regarding the offer mechanics, the exemption sought, and the liquidity of the market post-offer, among other things.
The decision was made under the multilateral instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions, with the Autorité des marchés financiers acting as the principal regulator. The decision reflects the agreement of the securities regulatory authority in Ontario and is intended to be relied upon in other Canadian jurisdictions.