The Ontario Securities Commission granted Dye & Durham Limited (the Filer) an exemption from the requirement under subsection 2.32(4) of National Instrument 62-104 Take-Over Bids and Issuer Bids, which mandates that an issuer must take up all securities deposited and not withdrawn under an issuer bid before extending the bid if all terms and conditions have been met. This exemption is in relation to the Filer’s issuer bid to repurchase a portion of its outstanding 3.75% unsecured convertible debentures due March 1, 2026, through a modified Dutch auction procedure.
The Filer’s board believes that the bid is an efficient means of providing value to debenture holders and is in the best interests of the Filer. The bid was initiated on July 26, 2023, and is set to expire on August 30, 2023. The Filer may wish to extend the offer if the aggregate purchase price of the debentures tendered is less than the maximum aggregate purchase price, but cannot determine the final purchase price until all tenders are accounted for, including any made during an extension period.
The exemption is conditional upon the Filer taking up and paying for, or dealing with, the deposited debentures in the manner outlined in the issuer bid circular and issuing a press release announcing the exemption within one business day of receipt.
The decision is based on the Filer’s representations, including its status as a reporting issuer in good standing, the belief that the bid is a prudent use of financial resources, and the independent valuation of the debentures. The exemption allows the Filer to extend the offer without first taking up all tendered debentures, facilitating a more flexible and potentially more successful bid process.