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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 for units in French collective shareholding vehicles (FCPEs), which then invest in L’Oréal shares. The FCPEs are regulated by the French AMF, and Canadian participants will receive necessary disclosure documents. The decision is based on the fact that the shares are not offered directly to Canadian employees, and there is no market for these 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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