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