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


Companion Policy to MI 61-101 Protection of Minority Security Holders in Special Transactions
Part 4 Disclosure
Section 4.2

Business Combinations and Related Party Transactions – Disclosure

Paragraphs 4.2(3)(a) and 5.3(3)(a) of the Instrument require in the information circulars for a business combination and a related party transaction, respectively, the disclosure required by Form 62-104F2 to the extent applicable and with necessary modifications. In our view, Form 62-104F2 disclosure would generally include disclosure for the following items, with necessary modifications, in the context of those transactions:

1. Item 4 – Consideration

2. Item 9 – Purpose of the bid

3. Item 10 – Trading in securities to be acquired

4. Item 11 – Ownership of securities of issuer

5. Item 12 – Commitments to acquire securities of issuer

6. Item 13 – Acceptance of issuer bid

7. Item 14 – Benefits from the bid

8. Item 15 – Material changes in the affairs of issuer

9. Item 16 – Other benefits

10. Item 17 – Arrangements between issuer and security holders

11. Item 18 – Previous purchases and sales

12. Item 19 – Financial statements

13. Item 20 – Valuation

14. Item 21 – Securities of issuer to be exchanged for others

15. Item 22 – Approval of issuer bid circular

16. Item 23 – Previous distribution

17. Item 24 – Dividend policy

18. Item 25 – Tax consequences

19. Item 26 – Expenses of bid

20. Item 29 – Other material information

21. Item 30 – Solicitations