Exemption Orders (Discretionary)
SPX CORPORATION
2001 BCSECCOM 897
Headnote:
Mutual Reliance Review System for Exemptive Relief Applications – Following arrangement where issuer became wholly-owned by U.S. public company, relief granted to issuer from continuous disclosure requirements, subject to certain conditions including that U.S. parent file its continuous disclosure documents. Certain insiders granted relief from insider reporting requirements provided they file copies of insider reports filed with SEC.
Applicable British Columbia Provisions
Securities Act, R.S.B.C. 1996, c. 418, ss. 85, 87, 91(1)(b) and 119.
IN THE MATTER OF THE SECURITIES LEGISLATION OF BRITISH COLUMBIA, ALBERTA, QUÉBEC AND NOVA SCOTIA
AND
IN THE MATTER OF THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF SPX CORPORATION
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatory authority or regulator (the “Decision Maker”) in each of British Columbia, Alberta, Québec and Nova Scotia (the “Jurisdictions”) has received an application from SPX Corporation (“SPX”) for a decision pursuant to the securities legislation of the Jurisdictions (the “Legislation”) that:
(a) SPX be exempt from the requirements of the Legislation to issue a press release and report material changes, to file with the Decision Makers and deliver to securityholders interim financial statements, audited annual financial statements, an annual report, where applicable, an information circular (or to make an annual filing in lieu thereof, where applicable), to file an annual information form (including management’s discussion and analysis of the financial condition and results of operations of SPX) (the “Continuous Disclosure Requirements”); and
(b) each “insider” (as such term is defined in the Legislation) of SPX be exempt from the insider reporting requirements of the Legislation (the “Insider Reporting Requirements”);
all subject to certain conditions, as described below;
AND WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the “System”), the Commission des valeurs mobilières du Québec is the principal regulator for this Application;
AND WHEREAS SPX has represented to the Decision Makers that:
1. SPX is a company incorporated under the laws of Delaware. The common shares of SPX (the “Common Shares”) are listed on the New York Stock Exchange (the “NYSE”) and the Pacific Stock Exchange (the “PSE”) under the symbol “SPW”. SPX has no securities listed or posted for trading on any stock exchange or market in Canada and SPX does not intend to list any of its securities on any exchange in Canada.
2. Pursuant to a plan of arrangement (the “Arrangement”) effected under the Canada Business Corporations Act on May 24, 2001, SPX acquired, through a wholly-owned subsidiary, all of the common shares of United Dominion Industries Limited (“UDI”). As a result of the Arrangement, SPX became a reporting issuer or its equivalent under the Legislation and, to the best of its knowledge, is not in default of the reporting requirements under the Legislation. SPX is currently subject to the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”).
3. SPX’s authorized capital consists of 100 million common shares (the “Common Shares”) (par value US$1.00 per share), and 3 million shares of preferred stock without par value, issuable in series. As at June 6, 2001, 39,888,629 Common Shares were outstanding, and 500,000 shares have been designated as Series A Preferred Stock, of which none are issued and outstanding.
4. SPX’s board of directors, central management and primary operations are currently located in the United States.
5. Shareholders of SPX resident in Canada will receive the continuous disclosure documents that SPX is required to provide to its shareholders resident in the United States.
6. Based on the number of registered shareholders of UDI and SPX in the Jurisdictions prior to the completion of the Transaction, the holders of Common Shares resident in each of the Jurisdictions upon completion of the Arrangement held less than one percent of the total outstanding Common Shares.
AND WHEREAS pursuant to the System this Decision Document evidences the decision of each Decision Maker (collectively, the “Decision”);
AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the Decision hasbeen met;
THE DECISION of the Decision Makers pursuant to the Legislation is that:
1. SPX is exempt from the Continuous Disclosure Requirements provided that:
(i) SPX sends to all holders of Common Shares resident in the Jurisdictions all disclosure material furnished to its present holders of Common Shares resident in the United States, including, without limitation, copies of its annual financial statements and proxy solicitation materials;
(ii) SPX files with the Decision Makers copies of all documents required to be filed by it with the United States Securities and Exchange Commission (the “SEC”) under the Exchange Act including, without limitation, copies of any Form 10-K, Form 10-Q, Form 8-K and proxy statements prepared in connection with SPX’s shareholder meetings; and
(iii) SPX complies with the requirements of the NYSE and the PSE in respect of making public disclosure of material information on a timely basis and forthwith issues in the Jurisdictions and files with the Decision Makers any press release issued and filed pursuant to the requirements of the NYSE and PSE that discloses a material change in SPX’s affairs.
The insiders of SPX are exempt from the Insider Reporting Requirements provided that those persons required to file insider trading reports with the SEC file with the Decision Makers each insider trading report required to be filed by them with the SEC at such time that such insider trading report is required to be filed with the SEC.
DATEDat Montreal (Québec), on July 25, 2001.
Guy Lemoine Viateur Gagnon
Commissaire Commissaire