The Securities Commission granted an exemption from the prospectus requirement for trades made by a control person of an issuer under an automatic securities disposition plan (ASDP). The applicant, a control person, intended to establish an ASDP for orderly sales of securities in accordance with CSA Staff Notice 55-317. The exemption was necessary because compliance with section 2.8 of National Instrument 45-102 Resale of Securities (NI 45-102) would impede the ability to conduct successive dispositions under the ASDP due to the seven-day waiting period and the requirement to refile a Form 45-102F1 every 30 days.
The exemption was granted subject to several conditions, including restrictions on the commencement of sales, meaningful restrictions on amending, suspending, or terminating the ASDP, and the requirement that the total number of shares sold does not exceed 1% of the outstanding shares. Additionally, the applicant must file a notice and insider reports in accordance with NI 45-102, and the sales period under the ASDP is limited to 12 months. The exemption will terminate 12 months after the effective date of the ASDP.
The Commission also granted confidentiality relief, allowing the application and related materials to remain confidential until either the public disclosure of the ASDP or 90 days from the date of the decision.
The decision was based on the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically ss. 53(1) and 74(1), and National Instrument 45-102 Resale of Securities, s. 2.8.