NIN 97/28 - Adoption of National Policy 62-201 and Rescission of National Policy Statement No. 37 Bids Made Only in Certain Jurisdictions [NIN - Rescinded]
| Published Date: | 1997-07-04 |
|---|---|
| Effective Date: | 1997-06-30 |
National Policy 62-201 comes into force and National Policy Statement No.37 is rescinded on August 4, 1997.
Substance and Purpose of National Policy
The purpose of the National Policy is to address the policy concerns that arise from take-over bids or issuer bids that are made to all securityholders of a target company in one or more provinces or territories (referred to in the National Policy and this Notice as a "jurisdiction") but that are not made to securityholders of the target company in one or more other jurisdictions. The National Policy advises that the Canadian securities regulatory authorities in the jurisdictions in which the bid is made may issue cease trade orders in respect of the bid.
The National Policy is an initiative of the Canadian Securities Administrators (the "CSA") and is being adopted as a policy in all the jurisdictions represented by the CSA. The National Policy is substantially similar to National Policy Statement No. 37 - Take-Over Bids - Reciprocal Cease Trading Orders, which it replaces. The only change of substance is the extension of the National Policy to issuer bids.
Terms used in the National Policy that are defined or interpreted in a definition instrument in force in the jurisdiction should be interpreted in accordance with that definition instrument, unless the context otherwise requires.
Summary of National Policy
The National Policy provides that if a take-over bid or issuer bid is made to securityholders of a target company in one or more jurisdictions, but is not made to securityholders in one or more other jurisdictions, the Canadian securities regulatory authorities in the jurisdictions in which the bid is made may issue cease trade orders in respect of the bid. The Canadian securities regulatory authorities will generally not do so without providing the offeror an opportunity to address whether the bid offends the public policy considerations reflected in the National Policy and any other relevant considerations. In addition, the National Policy reminds market participants that if there is a minimal number of securityholders in a jurisdiction, the Canadian securities legislation in that jurisdiction may provide an exemption from that jurisdiction’s take-over bid or issuer bid requirements, or an offeror may apply for an exemption on the basis that the bid will be made to the securityholders in accordance with requirements of another jurisdiction or foreign jurisdiction, the requirements of which are acceptable to the securities regulatory authority in the jurisdiction to whom the application is made.
National Policy
National Policy Statement No. 37 is replaced by the National Policy and will be rescinded effective August 4, 1997. The text of the National Policy is published in the Weekly Summary ending July 4, 1997.
DATED at Vancouver, British Columbia, on June 30, 1997.
Douglas M. Hyndman
Chair