Companion Policy to MI 61-101 Protection of Minority Security Holders in Special Transactions
Part 4 Disclosure
Section 4.1

Insider Bids – Disclosure

For an insider bid, in addition to the disclosure required by Form 62-104F1 Take-Over Bid Circular of National Instrument 62-104 Take-Over Bids and Issuer Bids, subsection 2.2(1)(d) of the Instrument requires the disclosure required by Form 62-104F2 Issuer Bid Circular of National Instrument 62-104 Take-Over Bids and Issuer Bids, appropriately modified. In our view, Form 62-104F2 disclosure would generally include disclosure for the following items, with necessary modifications, in the context of an insider bid:

1. Item 9 – Purpose of the bid

2. Item 13 – Acceptance of issuer bid

3. Item 14 – Benefits from the bid

4. Item 16 – Other benefits

5. Item 17 – Arrangements between issuer and security holders

6. Item 18 – Previous purchases and sales

7. Item 20 – Valuation

8. Item 23 – Previous distribution

9. Item 24 – Dividend policy

10. Item 25 – Tax consequences

11. Item 26 – Expenses of bid