The Ontario Securities Commission granted an exemption to Dye & Durham Limited 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Take-Over Bids and Issuer Bids, which mandates that an issuer must take up all securities validly deposited and not withdrawn under an issuer bid before extending the bid, provided certain terms and conditions are met. This exemption was sought in connection with the company’s proposed purchase of a portion of its issued and outstanding common shares through an issuer bid that commenced on November 11, 2022.
The exemption was granted on the condition that the shares deposited and not withdrawn are taken up and paid for as outlined in the issuer bid circular, the company is eligible to rely on the Liquid Market Exemption, and a press release announcing the receipt of the exemption is issued within one business day following receipt of the exemption.
The decision was based on representations by Dye & Durham Limited, including the company’s belief that the share purchase would provide value to shareholders and be in the best interests of the company. The bid involved a modified Dutch auction with a specified price range, and the company intended to fund the purchase with cash on hand. The company also represented that it would not extend the offer if the aggregate purchase price of the shares tendered equaled or exceeded the maximum purchase amount.
The exemption allows the company to extend the offer without first taking up all tendered shares, enabling it to determine the final purchase price after considering all shares tendered during the extension period. The decision was made under the authority of the securities legislation of Ontario and the Multilateral Instrument 11-102 Passport System.