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L’Oréal

May 13, 2024 | Decision | Securities Act, 31-103, 45-102, 45-106, 72-503 | Issuers | https://www.osc.ca/en/securities-law/orders-rulings-decisions/loreal

: Securities Act, R.S.O. 1990, c. S.5, as am., ss. 25(1), 53(1) and 74(1). Ontario Securities Commission Rule 72-503 Distributions Outside Canada, s. 2.8(1).


The Securities Commission granted L’Oréal an exemption from the prospectus and dealer registration requirements for trades related to an employee share offering. The offering involves Canadian employees subscribing to units in French collective shareholding vehicles (FCPEs), which then purchase L’Oréal shares. The units are subject to a five-year lock-up period, with certain exceptions. The FCPEs are regulated by the French AMF, and there is no market for L’Oréal shares in Canada. The exemption is subject to conditions, including a five-year sunset clause. Relevant laws include the Securities Act, R.S.O. 1990, c. S.5, and Ontario Securities Commission Rule 72-503.

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