The Ontario Securities Commission granted Stellantis N.V. (the Filer) relief from the prospectus and registration requirements for trades made in connection with an employee share offering. The Filer, a Netherlands-based corporation, cannot rely on the employee exemption in section 2.24 of National Instrument 45-106 because the securities are offered through special purpose entities (FCPEs) rather than directly by the issuer. Canadian participants will receive disclosure documents, and the FCPEs are supervised by the local securities regulator. Participation is voluntary, and there is no market for the issuer’s securities in Canada. The number of Canadian participants and their share ownership are minimal.
The decision is based on the following key points:
1. The Filer is not a reporting issuer in Canada and has no intention of becoming one.
2. The employee share offering involves subscribing for units in a temporary FCPE, which will merge with a principal FCPE.
3. The units will be subject to a three-year lock-up period, with certain exceptions.
4. The units and shares are not listed for trading in Canada.
5. Canadian employees will receive comprehensive disclosure documents.
The relief is granted subject to conditions, including that the first trade in any units or shares acquired by Canadian participants must meet specific criteria, such as being made through an exchange outside of Canada. The decision also applies to subsequent employee offerings within five years, provided the representations remain true and correct.
Relevant legislative provisions include the Securities Act, National Instrument 31-103, National Instrument 45-106, National Instrument 45-102, and Ontario Securities Commission Rule 72-503.