The Securities Commission granted an exemption to IMAX Corporation from the issuer bid requirements outlined in Part 2 of National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104). This exemption allows IMAX to purchase up to 15% of its outstanding common shares through the New York Stock Exchange (NYSE) under repurchase programs that may be implemented from time to time.
The key reasons for the exemption include:
1. IMAX’s shares are not listed on any Canadian exchange but are listed on the NYSE.
2. IMAX believes that less than 2% of its shares are beneficially owned by Canadian residents.
3. The repurchase programs are in the best interests of IMAX and its shareholders.
The exemption is subject to several conditions:
– The repurchases must comply with U.S. securities laws and NYSE rules.
– The total number of shares acquired in a 12-month period cannot exceed 15% of the outstanding shares at the start of that period.
– The exemption is valid for acquisitions made within 36 months from the date of the decision.
– IMAX must disclose the terms of the exemption and conditions in a press release at least 5 days before purchasing shares under this exemption.
The relevant legislative provisions underpinning the outcome are:
– National Instrument 62-104 Take-Over Bids and Issuer Bids, Part 2
– Section 6.1 of NI 62-104
– Multilateral Instrument 11-102 Passport System
– National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions
The decision was made considering the minimal impact on Canadian shareholders and the compliance with applicable U.S. securities laws and exchange rules.