The Securities Commission has granted an exemption from prospectus requirements for certain trades of Graymont Limited shares, under specific conditions. Graymont Limited, a lime and limestone product producer, is not a reporting issuer and has no intention of becoming one. Its shares are not traded on any public marketplace.
The exemption applies to trades between “Permitted Transferees,” which include extended family members of Graymont’s founder, their holding companies, family trusts, current and former directors, officers, employees, and a charitable foundation associated with the family. The decision is based on the understanding that there is no public market for Graymont shares and none is expected to develop.
The exemption is subject to conditions that include transfer restrictions as per the Graymont Shareholder Agreements, the presence of a legend on share certificates indicating resale and transfer restrictions, and the provision of annual audited and interim unaudited financial statements to shareholders. Additionally, before any transfer of shares to a Permitted Transferee who is not already a shareholder, Graymont must provide the most recent financial statements.
The first trade of Graymont shares to anyone other than a Permitted Transferee will be considered a distribution. The decision, which is the result of an application under Multilateral Instrument 11-102 Passport System and National Policy 11-203, reflects the securities legislation of British Columbia and Ontario, specifically sections 61 and 76 of the Securities Act, R.S.B.C. 1996, c. 418, and sections 53 and 4 of the Securities Act, R.S.O. 1990, c. S.5, as amended.