The Securities Commission granted exemptive relief from the prospectus and registration requirements for trades related to an employee share offering by a French issuer, Compagnie de Saint-Gobain. The relief was necessary because the offering was made through special purpose entities (FCPEs) rather than directly by the issuer, which meant the standard employee exemption could not be applied.
The decision was based on several factors: Canadian employees would receive disclosure documents; the special purpose entities were regulated by the French securities regulator; participation in the offering was not tied to employment expectations; there was no Canadian market for the securities; and Canadian participation was minimal.
The relief was subject to conditions, including that the issuer remained a foreign entity and that the first trade of securities in Canada would still be subject to prospectus requirements unless it occurred outside of Canada or to a person outside of Canada. The relief was granted under the Securities Act (Ontario), National Instrument 31-103, National Instrument 45-106, National Instrument 45-102, and Ontario Securities Commission Rule 72-503. The decision was made with the understanding that the facts presented by the Filer were accurate and that similar conditions would apply to subsequent offerings within five years of the decision date.