The Securities Commission has granted an exemption from the prospectus requirement to IPH Limited, an Australian corporation, for the distribution of Incentive Securities to certain Canadian employees (Eligible Persons) under its Employee Incentive Plan. This exemption is necessary because the Canadian employees are not directly employed by IPH but by its affiliate, New Legal LLP, and therefore do not qualify for the employee exemption under section 2.24 of National Instrument 45-106 Prospectus Exemptions.
The key conditions for the exemption include that IPH must be a public company in Australia, comply with its continuous disclosure obligations, and that the Canadian participants must acknowledge receipt of relevant disclosure documents. Additionally, the first trade of any Incentive Security acquired must meet certain conditions to be exempt from the prospectus requirement, such as being made outside of Canada or through an exchange not in Canada, unless IPH becomes a reporting issuer in Canada.
The decision is based on the understanding that IPH is subject to Australian regulatory oversight, the securities are not listed in Canada, and participation in the offering is not tied to employment expectations. The exemption is subject to conditions to ensure compliance with securities laws and is supported by the Securities Act, R.S.O. 1990, c.S.5, National Instrument 45-102 Resale of Securities, and OSC Rule 72-503 Distributions Outside Canada.