The Securities Commission granted an exemption from the prospectus and registration requirements for trades related to an employee share offering by a French issuer, VINCI S.A., to Canadian employees. The offering could not use the standard employee exemption as the shares were offered through special purpose entities (FCPEs) rather than directly by the issuer. The FCPEs are regulated by the French securities regulator, and Canadian participants will receive appropriate disclosure documents.
The decision allows Canadian employees to trade units of temporary FCPEs and shares of VINCI S.A. upon redemption of units or receipt of bonus shares without the issuer or its related entities needing to meet prospectus and dealer registration requirements. The exemption is subject to conditions, including that the issuer remains a foreign issuer, is not a reporting issuer in Canada at the time of the trade, and that trades occur outside of Canada or to a person outside Canada.
The exemption is based on several factors: the voluntary nature of employee participation, the de minimis number of Canadian participants and their share ownership, the lack of a Canadian market for the securities, and the provision of French and English disclosure documents to Canadian participants.
The relevant legislative provisions include the Securities Act, R.S.O. 1990, c. S.5, as amended, sections 25, 53, and 74(1), National Instrument 45-106 Prospectus Exemptions, and National Instrument 45-102 Resale of Securities. The decision is time-limited, applying to the 2022 offering and any subsequent offerings within five years, provided the conditions are met.