National Instrument 62-103 The Early Warning System and Related Takeover Bid and Insider Reporting Issues
Part 1 Definitions and Interpretation
Section 1.1 Definitions

acquisition announcement provisions

“acquisition announcement provisions” means the requirement in securities legislation for an acquiror to issue a news release if, during a formal bid for voting or equity securities of a reporting issuer by an entity other than the acquiror, the acquiror acquires ownership of, or control over, securities of the class subject to the bid that, together with the acquiror’s securities of the class, constitute an amount equal to or greater than the amount specified in securities legislation;



National Instrument 62-103 The Early Warning System and Related Takeover Bid and Insider Reporting Issues
Part 1 Definitions and Interpretation
Section 1.1 Definitions

control

control” means, for a security

(a) when used in connection with the insider reporting requirements, the take-over bid requirements and related definitions and the early warning requirements, the power to exercise control or direction over the security, or similar term or expression used in securities legislation; and

(b) when used in connection with the control block distribution definition, holding the security, or similar term or expression used in securities legislation;

Lexata note: see also section 1.4 of NI 62-104.



National Instrument 62-103 The Early Warning System and Related Takeover Bid and Insider Reporting Issues
Part 1 Definitions and Interpretation
Section 1.1 Definitions

eligible institutional investor

eligible institutional investor” means

(a) a financial institution,

(b) a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada), a pension commission of a jurisdiction, or a similar regulatory authority,

(c) a mutual fund that is not a reporting issuer,

(d) an investment manager in relation to securities over which it exercises discretion to vote, acquire or dispose without the express consent of the beneficial owner, subject to applicable legal requirements, general investment policies, guidelines, objectives or restrictions, or

(e) an entity referred to in clauses (D) or

(F) of Rule 13d1(b)(1)(ii) under the 1934 Act;



National Instrument 62-103 The Early Warning System and Related Takeover Bid and Insider Reporting Issues
Part 1 Definitions and Interpretation
Section 1.1 Definitions

financial institution

financial institution” means

(a) a Canadian financial institution,

(b) an entity that is engaged in financial services activities and that is supervised and regulated under the banking, insurance, trust or similar laws of, and incorporated in, the United States of America or Japan, or

(c) a credit institution, within the meaning of European Union Directive 77/780/EEC, whose home member state for purposes of that European Union Directive is France, Germany, Italy or the United Kingdom of Great Britain and Northern Ireland;



National Instrument 62-103 The Early Warning System and Related Takeover Bid and Insider Reporting Issues
Part 1 Definitions and Interpretation
Section 1.1 Definitions

investment manager

investment manager” means an entity that

(a) either

(i) is registered or licensed to provide investment counselling, portfolio management or similar advisory services in respect of securities, or is exempt from the requirement to be so registered or licensed, under the securities laws of a jurisdiction or of Japan or under the Investment Advisers Act of 1940 of the United States of America, as amended, or

(ii) is subject to European Union Directive 93/22 on investment services in the securities field, and provides the portfolio management services referred to in Section A(3) of the Annex to that Directive, and whose home member state is France, Germany, Italy or the United Kingdom of Great Britain and Northern Ireland, and

(b) provides the services referred to in paragraph (a) for valuable consideration under a contractual arrangement;



National Instrument 62-103 The Early Warning System and Related Takeover Bid and Insider Reporting Issues
Part 1 Definitions and Interpretation
Section 1.1 Definitions

securityholding percentage

securityholding percentage” means, in relation to an entity and a class of securities, the percentage of the outstanding securities of the class owned, together with the percentage controlled by the entity, determined in accordance with the provisions of applicable securities legislation listed in Appendix D and after application of any aggregation relief available under Part 5 that is relied on by the entity;



National Instrument 62-103 The Early Warning System and Related Takeover Bid and Insider Reporting Issues
Part 1 Definitions and Interpretation
Section 1.1 Definitions

significant change in a related financial instrument position

significant change in a related financial instrument position” means, in relation to an entity and a related financial instrument that involves, directly or indirectly, a security of a reporting issuer, any change in the entity’s interest in, or rights or obligations associated with, the related financial instrument if the change has a similar economic effect to an increase or decrease in the entity’s securityholding percentage in a class of voting or equity securities of the reporting issuer by 2.5 percent or more;



National Instrument 62-103 The Early Warning System and Related Takeover Bid and Insider Reporting Issues
Part 1 Definitions and Interpretation
Section 1.1 Definitions

underwriting period

underwriting period” means, for an entity acting as an underwriter of securities, the period commencing from the date of execution of an underwriting agreement or commitment until

(a) for securities acquired by the entity upon the exercise of an over-allotment option, four business days after the acquisition of those securities, and

(b) for all other securities, the earlier of

(i) the expiration of 40 days after the date of the closing of the purchase of the securities, and

(ii) the date of the completion of the distribution by the underwriter of the securities.



National Instrument 62-103 The Early Warning System and Related Takeover Bid and Insider Reporting Issues
Part 1 Definitions and Interpretation
Section 1.2

Deemed Effective Control

For the purposes of the definition of “effective control”, an entity that, either alone or together with one or more joint actors, owns or controls voting securities carrying more than 30 percent of the votes attached to all of the outstanding voting securities of a reporting issuer shall, in the absence of evidence to the contrary, be deemed to possess effective control over the reporting issuer.