Exemption Orders (Discretionary)
VERMILION RESOURCES LTD.
2001 BCSECCOM 144
Headnote
Mutual Reliance System for Exemptive Relief Applications – relief granted from certain insider reporting requirements of the legislation in connection with an acquisition of securities of the Applicant by insiders (directors and officers) of the Applicant pursuant to an “automatic securities purchase plan” as defined in proposed National Instrument 55-101 Exemption from Certain Insider Reporting Requirements.
Applicable British Columbia Statutory Provisions
Securities Act, R.S.B.C. 1996, c. 418, s. 91 (Insiders)
IN THE MATTER OF THE SECURITIES LEGISLATION OF ALBERTA, BRITISH COLUMBIA, AND ONTARIO
AND
IN THE MATTER OF THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF VERMILION RESOURCES LTD.
MRRS DECISION DOCUMENT
1. WHEREAS the local securities regulatory authority or regulator (the “Decision Maker”) in each of Alberta, British Columbia and Ontario (the “Jurisdictions”) has received an application from Vermilion Resources Ltd. (the “Filer”) for a decision under the securities legislation of the Jurisdictions (the “Legislation”) that the requirements contained in the Legislation for an insider of a reporting issuer to file insider reports disclosing the insider’s direct or indirect beneficial ownership of, or control or direction over, securities of the reporting issuer (the “Insider Reporting Requirement”) shall not apply to directors and senior officers of the Filerwith respect to their acquisition of common shares of the Filer (“Common Shares”) under the Filer’s Employee Share Ownership and Group RRSP Savings Plan (the “Plan”), under certain conditions;
2. AND WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the “System”), the Alberta Securities Commission is the principal regulator for this application;
3. AND WHEREAS the Filer has represented to the Decision Makers that:
3.2 the authorized capital of the Filer consists of an unlimited number of Common Shares and an unlimited number of Preferred Shares, of which approximately 53,710,000 Common Shares are issued and outstanding;
3.3 the Filer is a reporting issuer or the equivalent in each of the Jurisdictions and in Quebec and is not in default of any requirements of the Legislation. The Common Shares of the Filer are listed and posted for trading on the Toronto Stock Exchange (the “TSE”);
3.4 the Filer’s head office is located in Calgary, Alberta;
3.5 all active full-time employees of the Filer are eligible to participate in the Plan upon completion of a 3-month waiting period from commencement of their employment. Participation in the Plan is voluntary;
3.6 the Plan allows participants to contribute up to 5% of their monthly base salary by way of payroll deduction toward the purchase of Common Shares, which contribution is matched by the Filer;
3.7 acquisitions of Common Shares under the Plan are made by an independent administrator, BMO Nesbitt Burns Inc. (the “Trustee”), in the open market, with all associated fees being paid by the Filer;
3.8 contributions are sent to the Trustee each month, who then purchases Common Shares on the open market at the then current market price through the facilities of the TSE. The balance of the funds are to be invested by the Trustee as directed by the participating employee. All account fees associated with administering the Plan and all fees associated with the purchase of the Common Shares are paid by the Filer;
3.9 the number of Common Shares that may be purchased under the Plan is limited by the number of employees participating in the Plan and their respective salaries and will be minimal in relation to the total number of Common Shares issued and outstanding;
3.10 the Plan does not provide participants with the option to make lump sum contributions;
3.11 insiders of the Filer have no authority to determine the prices or times at which the Common Shares are purchased on his or her behalf under the Plan. The timing of Common Share acquisitions, the number of shares purchased, and the price paid for shares are established by criteria set out in the Plan. The Plan is an “automatic securities purchase plan” as such term is defined in proposed National Instrument 55-101 - Exemption from Certain Insider Reporting Requirements (2000), 23 OSCB 4221 )(“Proposed NI 55-101");
3.12 unless this order is granted, each director and senior officer of the Filer who elects to participate in the Plan would be subject to the Insider Reporting Requirement each time he or she acquires Common Shares under the Plan;
4 AND WHEREAS under the System, this MRRS Decision Document evidences the decision of each Decision Maker (collectively, the “Decision”);
5 AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Makers with the jurisdiction to make the decision has been met;
6 The DECISION of the Decision Makers under the Legislation is that, subject to the restrictions set forth below, the Insider Reporting Requirement shall not apply to directors or senior officers of the Filer with respect to acquisitions of Common Shares of the Filer pursuant to the Plan, provided that:
6.1 the director or senior officer files a report disclosing, in the form prescribed for the Insider Reporting Requirement, all acquisitions of Common Shares under the Plan that have not previously been reported by or on behalf of such director or senior officer:
6.1.1 for any Common Shares acquired under the Plan during a calendar year which have been disposed of or transferred during the calendar year within the time required by the Legislation for reporting the disposition or transfer; and
6.1.2 for any Common Shares acquired under the Plan during a calendar year, which have not been disposed of or transferred, within 90 days of the end of the calendar year; and
6.2 such exemption is not available to a director or senior officer who beneficially owns, directly or indirectly, voting securities of the Filer, or exercises control or direction over voting securities of the Filer, or a combination of both, that carry more than 10% of the voting rights attaching to all outstanding voting securities of the Filer;
6.3 this decision terminates on the effective date of Proposed NI 55-101 or any legislation or rule dealing with similar exemptions from the Insider Reporting Requirement.
DATED at Edmonton, Alberta this 17th day of January, 2001.
Agnes Lau, CA
Deputy Director