The Securities Commission granted an exemption from the prospectus and registration requirements for trades related to an employee share offering by a French issuer, TotalEnergies SE. The exemption was necessary because the shares were not offered directly by the issuer but through special purpose entities, which could not utilize the standard employee exemption under section 2.24 of National Instrument 45-106 Prospectus Exemptions.
Key points include:
– The offering is to Canadian employees of related entities of TotalEnergies SE, who meet certain qualifications.
– The employees will receive disclosure documents and are not induced to participate by employment expectations.
– The special purpose entities are overseen by the French securities regulator.
– The market for the issuer’s securities does not exist in Canada, and Canadian participation is minimal.
– The relief is subject to conditions, including that the first trade of securities acquired must be outside of Canada or to a person outside Canada unless specific conditions are met.
The decision is based on the Securities Act, R.S.O. 1990, c. S.5, as amended, and related instruments, including National Instrument 45-106 Prospectus Exemptions and National Instrument 45-102 Resale of Securities. The Alberta Securities Commission served as the principal regulator, and the decision also applies to Ontario and is intended to be relied upon in Quebec, British Columbia, Nova Scotia, and Prince Edward Island. The relief is valid for the current offering and any subsequent offerings within five years, provided the conditions are met.