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Safran S.A.

May 31, 2024 | DecisionOrder | Securities Act, 31-103, 45-106, 45-102, 72-503 | Issuers | https://www.osc.ca/en/securities-law/orders-rulings-decisions/safran-sa-1

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 25(1), 53(1) and 74(1). National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. National Instrument 45-106 Prospectus Exemptions. National Instrument 45-102 Resale of Securities. Ontario Securities Commission Rule 72-503 Distributions Outside Canada.


The Ontario Securities Commission granted Safran S.A. exemptions from prospectus and dealer registration requirements for trades related to an employee share offering. The offering involves Canadian employees subscribing to units in a French collective shareholding vehicle (FCPE), which then acquires shares of Safran S.A. The exemptions were necessary because the shares are offered through the FCPE rather than directly by the issuer, making the standard employee exemption inapplicable. Key conditions include providing Canadian participants with disclosure documents, ensuring no inducement based on employment expectations, and maintaining minimal Canadian market presence. The decision is underpinned by the Securities Act, National Instrument 31-103, National Instrument 45-106, National Instrument 45-102, and Ontario Securities Commission Rule 72-503. The exemptions apply to the 2024 offering and similar offerings over the next five years, subject to specified conditions.

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