The Securities Commission has granted an exemption to a cross-listed issuer from certain issuer bid requirements under Canadian securities legislation. This decision allows the issuer to purchase its own shares on U.S. markets as part of its normal course issuer bids (NCIBs), which are also conducted through the Toronto Stock Exchange (TSX).
Key points of the decision include:
1. The issuer’s trading volume on U.S. markets is significantly higher than on the TSX.
2. The exemption is conditional on compliance with applicable U.S. securities laws and the rules of the U.S. markets where purchases occur.
3. Purchases must adhere to Part 6 (Order Protection) of NI 23-101 Trading Rules and the pricing requirement in NI 62-104.
4. The issuer cannot purchase more than 5% of its outstanding shares in a 12-month period in reliance on this exemption and section 4.8(3) of NI 62-104.
5. The total number of shares purchased cannot exceed 10% of the public float over a 12-month period as specified in the TSX notice relating to the bid.
6. The exemption applies only to acquisitions made pursuant to the issuer’s current bid or one commenced within 36 months of the decision date.
The relevant legislative provisions include National Instrument 62-104 Take-Over Bids and Issuer Bids, Part 2, and section 6.1. The decision was made in accordance with the Multilateral Instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions. The Ontario Securities Commission is the principal regulator for this application.