Exemption Orders (Discretionary)
MOLSON INC.
2001 BCSECCOM 824
Headnote
Mutual Reliance Review System for Exemptive Relief Applications - Exemption granted
from the requirement to disclose executive compensation pursuant to Item 6 of Form 30 and indebtedness of directors, executive officers and senior officers pursuant to Item 7 of Form 30 in connection with the mailing of an information circular for a special shareholders’ meeting. Relief granted because the excluded information was publicly disclosed in connection with the issuer’s recent annual meeting, there was no material change in the excluded information since then, and the excluded information was not relevant to the matters under consideration at the special meeting.
Applicable British Columbia Provisions
Securities Act, R.S.B.C. 1996, c. 418, s. 119
IN THE MATTER OF THE SECURITIES LEGISLATION OF BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN, ONTARIO, NOVA SCOTIA AND NEWFOUNDLAND
AND
IN THE MATTER OF THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF MOLSON INC.
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatory authority or regulator (the “Decision Maker”) in each of British Columbia, Alberta, Saskatchewan, Ontario, Nova Scotia and Newfoundland (the “Jurisdictions”) has received an application from Molson Inc. (“Molson”) for a decision pursuant to the securities legislation of the Jurisdictions (the “Legislation”) that Molson be exempted from the requirement to include disclosure in the Information Circular (as defined below) regarding executive compensation and indebtedness of the directors, executive officers and senior officers, as otherwise required by the Legislation (collectively, the “Required Disclosure”);
AND WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the “System”), the Ontario Securities Commission has been selected as the principal regulator for this application;
AND WHEREAS Molson has represented to the Decision Makers that:
1. Molson, a corporation incorporated under the laws of Canada, is a reporting issuer in all provinces of Canada.
2. Molson has called a special meeting of shareholders to be held on August 28, 2001 (the “Special Meeting of Shareholders”) asking shareholders to consider the following:
(i) subdividing the issued and outstanding Class “A” non-voting shares and the issued and outstanding Class “B” common shares on a two-for-one basis, and reducing the Class “A” non-voting shares and the Class “B” common shares preferential dividend of 6 2/3 cents per share to 3 1/3 cents per share respectively; and
(ii) giving the authority to the Board of Directors to determine that any future subdivision of shares may be effected by way of a dividend payable in Class “A” non-voting shares on the Class “A” non-voting shares and payable in Class “B” common shares on the Class “B” common shares.
3. The management proxy circular (the “Information Circular”) in connection with the Special Meeting of Shareholders will be mailed to shareholders on or about July 24, 2001.
4. The proposed amendments must be approved by special resolutions each passed with or without variation by separate votes of the holders of the Class “A” non-voting shares and Class “B” common shares, in each case by a majority of no less than two thirds of the votes cast by the shareholders present or represented at the Special Meeting of Shareholders.
5. Unless a discretionary exemption was granted, the Legislation would require that the Information Circular include the Required Disclosure.
6. The Required Disclosure is not relevant to the matters being considered by the shareholders of Molson at the Special Meeting of Shareholders and would result in unnecessary expense to Molson if required to be included in the Information Circular.
7. The Required Disclosure was provided to the shareholders of Molson in the information circular dated May 9, 2001 (the “Annual Meeting Circular”) that was mailed to the shareholders of Molson and filed in the Jurisdictions, in connection with its annual general meeting held on June 27, 2001 and there has been no material change to the Required Disclosure as contained in the Annual Meeting Circular.
AND WHEREAS pursuant to the System, this MRRS 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 has been met;
THE DECISION of the Decision Maker pursuant to the Legislation is that Molson be exempted from the requirement to include the Required Disclosure in the Information Circular.
DATED July 24th, 2001.
Paul M. Moore R. Stephen Paddon