The Securities Commission granted an exemption from the prospectus and registration requirements for trades related to an employee share offering by French issuer EssilorLuxottica SA. This decision allows certain trades of units in employee shareholding vehicles (FCPEs) and the company’s ordinary shares to be made without a prospectus to qualifying Canadian employees. The exemption was necessary because the offering is made through special purpose entities rather than directly to employees, which does not meet the criteria of section 2.24 of Regulation 45-106 respecting Prospectus Exemptions.
Key points include:
– The offering is voluntary for Canadian employees of EssilorLuxottica and its related entities, and participation is not induced by employment expectations.
– The FCPEs are supervised by the French securities regulator (French AMF).
– There is no Canadian market for the issuer’s securities.
– Canadian participants will receive disclosure documents in French or English.
– Trades of shares by the FCPE to Canadian participants upon redemption of units are included in the exemption.
– The exemption is subject to conditions, including a sunset clause of 5 years.
The decision is based on Quebec’s Securities Act, ss. 11, 148, and 263, Regulation 45-106 respecting Prospectus Exemptions, s. 2.24, and Regulation 31-103 respecting Registration Requirements, Exemptions and Ongoing Registrant Obligations, s. 8.16. The decision also references the Process for Exemptive Relief Applications in Multiple Jurisdictions for a dual application.