The Ontario Securities Commission granted Stellantis N.V. (the Filer), a Netherlands-based corporation, relief from the prospectus and dealer registration requirements for trades related to an employee share offering. The offering involves Canadian employees acquiring shares through special purpose entities (FCPEs), which are supervised by the French securities regulator. The Filer cannot use the employee exemption under section 2.24 of National Instrument 45-106 because the shares are offered through these entities rather than directly by the issuer.
Key points:
– The Filer is not a reporting issuer in Canada and has no intention of becoming one.
– The offering includes a temporary fund merging into a principal fund, with shares held in these funds.
– Canadian employees can invest up to 25% of their gross annual compensation, with additional matching contributions from the employer.
– Shares and units are not listed on Canadian exchanges, and there is no market for them in Canada.
– Canadian employees will receive relevant disclosure documents and will not be induced to participate by employment expectations.
– The relief is subject to conditions, including that the first trade of units or shares must be made outside of Canada or to a person outside of Canada.
Applicable legislative provisions include the Securities Act, R.S.O. 1990, c. S.5, National Instrument 31-103, National Instrument 45-106, National Instrument 45-102, and Ontario Securities Commission Rule 72-503.