Exemption Orders (Discretionary)
BCT.TELUS COMMUNICATIONS INC.
Headnote
Mutual Reliance Review System for Exemptive Relief Applications - insider reporting relief for acquisitions under an automatic securities purchase plan, in accordance with proposed National Instrument 55-101
Applicable British Columbia Provisions
Securities Act, R.S.B.C. 1996, c. 418, ss. 87, 91
IN THE MATTER OF
THE SECURITIES LEGISLATION
OF THE PROVINCES OF BRITISH COLUMBIA, ALBERTA, ONTARIO, NEWFOUNDLAND AND NOVA SCOTIA
AND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF BCT.TELUS COMMUNICATIONS INC.
MRRS DECISION DOCUMENT
THE SECURITIES LEGISLATION
OF THE PROVINCES OF BRITISH COLUMBIA, ALBERTA, ONTARIO, NEWFOUNDLAND AND NOVA SCOTIA
AND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF BCT.TELUS COMMUNICATIONS INC.
MRRS DECISION DOCUMENT
WHEREAS the Canadian securities regulatory authority or regulator (the “Decision Maker”) in each of British Columbia, Alberta, Ontario, Newfoundland and Nova Scotia (the “Jurisdictions”) has received an application from BCT.TELUS Communications Inc. (“BCT.TELUS”) for a decision pursuant to the securities legislation of the Jurisdictions (the “Legislation”) that the requirement contained in the Legislation for an insider of a reporting issuer to file insider reports (the “Insider Reporting Requirement”) shall not apply to the senior officers of BCT.TELUS or its subsidiaries (the “Senior Officers”) with respect to their acquisition of common shares of BCT.TELUS under the BCT.TELUS Employee Share Purchase Plan (the “Plan”);
AND WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the “System”) the British Columbia Securities Commission is the principal regulator for this application;
AND WHEREAS BCT.TELUS has represented to the Decision Makers that:
1. BCT.TELUS is a corporation formed as a result of an arrangement under the Canada Business Corporations Act and the Alberta Business Corporations Act involving shareholders and optionholders of BC TELECOM Inc. (“BC TELECOM”) and shareholders and optionholders of TELUS Corporation (“TELUS”) (the “Arrangement”); the effective date of the Arrangement was February 1, 1999;
2. BCT.TELUS is a reporting issuer or the equivalent in each of the Jurisdictions and is not in default of any of the requirements of the Legislation;
3. the head office of BCT.TELUS is located in Burnaby, British Columbia;
4. the authorized capital of BCT.TELUS consists of 4,000,000,000 shares divided into 1,000,000,000 common shares (the “Common Shares”), 1,000,000,000 non-voting shares (the “Non-Voting Shares”), 1,000,000,000 first preferred shares (the “First Preferred Shares”) and 1,000,000,000 second preferred shares (the “Second Preferred Shares”); as at February 1, 1999 there were 177,427,492 Common Shares and 59,125,022 Non-Voting Shares issued and outstanding; there are no First Preferred Shares or Second Preferred Shares issued and outstanding;
5. the Common Shares and the Non-Voting Shares are listed and posted for trading on The Toronto Stock Exchange (the “TSE”), the Montreal Exchange (the “ME”), the Alberta Stock Exchange (the “ASE”) and the Vancouver Stock Exchange (the “VSE”);
6. under the Plan:
(a) participants are employees of BCT.TELUS and its wholly owned subsidiaries or any entity designated by the administrator of the Plan and approved by BCT.TELUS, who enrol in the Plan;
(b) participants may contribute from 1% to 6% of their eligible compensation to the Plan by payroll deductions and BCT.TELUS or the relevant employer will contribute $2.00 for every $5.00 contributed by a participant to the Plan;
(c) funds in the Plan, including dividends on Common Shares held in the Plan, are invested by the trustee under the Plan on behalf of the participants, forthwith after receipt of the contributions referred to in paragraph (b), in the purchase of Common Shares; the Common Shares are purchased in the open market, from private sources or, at the election of BCT.TELUS, by the issuance of Common Shares from treasury;
(d) Common Shares purchased in the open market are purchased at the current market price; Common Shares purchased from private sources may be purchased at any price, provided that the price does not exceed the current market price for Common Shares on the TSE; and
(e) Common Shares issued from treasury are purchased at a market price determined under a formula based on the average trading price for the Common Shares on the TSE, provided that if that determined price is greater than the current market price for Common Shares on the TSE plus applicable brokerage fees, the Common Shares will be purchased in the open market;
7. prior to the Arrangement, each of BC TELECOM and TELUS had similar employee share purchase plans, and acquisitions of securities by the senior officers of BC TELECOM and TELUS under the plans were, in certain circumstances, exempt from the Insider Reporting Requirement;
8. the Plan was approved by the board of directors of BCT.TELUS on February 1, 1999;
9. the TSE, ME, ASE and VSE have approved for listing the 3,000,000 Common Shares that can be issued from treasury pursuant to the Plan; and
10. the number of Common Shares issuable under the Plan will not exceed 2% of the total issued and outstanding Common Shares at the beginning of a financial year on an ongoing basis;
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 Makers pursuant to the Legislation is that the Insider Reporting Requirement shall not apply to the acquisition by a Senior Officer of Common Shares under the Plan, provided that:
1. the Senior Officer files, in the form prescribed for the Insider Reporting Requirement, a report disclosing all acquisitions of Common Shares under the Plan that have not previously been reported by or on behalf of the Senior Officer
(a) if any Common Shares acquired under the Plan are disposed of or transferred, within the time required by the Legislation for reporting the disposition or transfer; and
(b) if any Common Shares acquired under the Plan, either during a financial year of BCT.TELUS or following the last disposition or transfer in a financial year, are not disposed of or transferred, within 90 days of the end of the financial year of BCT.TELUS; and
2. the Senior Officer does not beneficially own, directly or indirectly, voting securities of BCT.TELUS, or exercise control or direction over voting securities of BCT.TELUS, or a combination of both, that carry more than 10 percent of the voting rights attaching to all outstanding voting securities of BCT.TELUS.
DATED at Vancouver, British Columbia, on September 17, 1999.
Adrienne R. Wanstall
Member