The Securities Commission granted an exemption from the prospectus requirement to Philip Fayer, a control person of Nuvei Corporation, for trades made under an automatic securities disposition plan (ASDP). Fayer intends to sell up to approximately 250,000 Subordinate Voting Shares, which may include shares acquired through equity compensation or conversion of Multiple Voting Shares.
The exemption is necessary because the standard prospectus exemption for control person trades, as outlined in section 2.8 of National Instrument 45-102 Resale of Securities, would not allow for the continuous or successive dispositions intended under the ASDP due to a seven-day waiting period and a 30-day expiry provision for each notice of intended sale.
The granted relief is subject to several conditions, including adherence to the ASDP’s established guidelines, a cap on the number of shares sold (not exceeding 1% of outstanding Subordinate Voting Shares), and the filing of a notice and insider reports in accordance with Regulation 45-102. The ASDP must be established in good faith, without the Filer possessing any privileged information, and the sales must be conducted without the Filer’s direct involvement.
The exemption will expire 12 months after the ASDP’s effective date. Additionally, the Commission agreed to keep the application and related materials confidential until either the public disclosure of the ASDP by news release or after 90 days from the decision date.