Canadian Imperial Bank of Commerce - MRRS Decision
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
BRITISH COLUMBIA, ALBERTA AND ONTARIO
AND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF
CANADIAN IMPERIAL BANK OF COMMERCE
MRRS DECISION DOCUMENT
WHEREAS the Canadian securities regulatory authority or regulator (the "Decision Maker") in each of BritishColumbia, Alberta and Ontario (the "Jurisdictions") has received an application from Canadian Imperial Bank ofCommerce (the "Applicant") for a decision pursuant to the securities legislation of the Jurisdictions (the "Legislation") thatthe requirement contained in the Legislation for an insider of a reporting issuer to file insider reports (the "InsiderReporting Requirement") shall not apply to certain directors of the Applicant with respect to their acquisition of CommonShares (defined below) under the Applicant's Director Deferred Share Unit/Common Share Election Plan (the "Plan"),subject to certain conditions;
AND WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the"System"), the Ontario Securities Commission is the Principal Regulator for this application;
AND WHEREAS the Applicant has represented to the Decision Makers that:
1. The Applicant is a Schedule 1 Canadian chartered bank governed by the Bank Act (Canada) and is a reportingissuer in each of the provinces of Canada and is not in default of any requirements of the securities legislationof each province of Canada. The Applicant's head office is located in Toronto, Ontario.
2. The authorized share capital of the Applicant consists of an unlimited number of common shares without parvalue, the aggregate consideration of which shall not exceed $10,000 million (the "Common Shares"), and anunlimited number of Class A preferred shares and Class B preferred shares without par value, issuable inseries, the aggregate consideration of which shall not exceed $5,000 million for each class. As at October 31,2000, 377,140,195 Common Shares were issued and outstanding.
3. The Common Shares are listed and posted for trading on the Toronto, New York and London stock exchanges.
4. CIBC has established the Plan for directors of CIBC who are not officers or employees of CIBC or itssubsidiaries (each, an "Eligible Director").
5. Under the Plan, an Eligible Director must elect to receive a portion of his or her annual board retainer (the"Annual Amount") in either: (a) deferred share units ("DSUs") or (b) Common Shares. A DSU represents theright to receive the equivalent value of a Common Share in cash at the time that an Eligible Director ceasesto be a director.
6. Once an Eligible Director makes his or her election, the election remains in effect unless changed by theEligible Director. An Eligible Director may change his or her election by giving notice to CIBC's CorporateSecretary at least 30 days before the commencement of a fiscal year.
7. The Annual Amount is payable quarterly in arrears for the periods ended January 31, April 30, July 31 andOctober 31 in each fiscal year.
8. If an Eligible Director elects to receive his or her Annual Amount in Common Shares then, on a quarterly basis,CIBC pays the Annual Amount, net of applicable withholding tax, to the Eligible Director's discount brokerageaccount.
9. Each Eligible Director maintains his or her account at CIBC Investor's Edge. The Annual Amount is used topurchase Common Shares through the facilities of The Toronto Stock Exchange at such times as CIBC's insiderpolicies permit.
10. Once an Eligible Director makes his or her election under the Plan, the timing of the acquisition of CommonShares, the number of Common Shares acquired and the price payable for the Common Shares are alldetermined by the criteria set out in the Plan.
11. The Plan is an "automatic securities purchase plan" as such term is defined in proposed National Instrument55-101 Exemption From Certain Insider Reporting Requirements.
12. Unless the decision sought is granted, and failing any other exemptive relief, each Eligible Director who electsto receive Common Shares under the Plan would be subject to the Insider Reporting Requirement each timehe or she acquired Common Shares under the Plan.
AND WHEREAS, pursuant to the System, this MRRS Decision Document evidences the decision of eachDecision Maker (collectively, the "Decision");
AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that providesthe Decision Maker with the jurisdiction to make the Decision has been met;
IT IS THE DECISION of the Decision Makers pursuant to the Legislation that the Insider Reporting Requirementshall not apply to the acquisition by an Eligible Director of Common Shares pursuant to the Plan, provided that:
(a) each Eligible Director who relies on the exemption provided for by this Decision shall report, in the formprescribed for insider trading reports under the Legislation, all acquisitions of Common Shares under the Planthat have not been previously reported by or on behalf of the Eligible Director,
(i) for any Common Shares acquired under the Plan which have been disposed of or transferred, withinthe time required by the Legislation for reporting the disposition or transfer; and
(ii) for any Common Shares acquired under the Plan during a calendar year which have not beendisposed of or transferred, within 90 days of the end of the calendar year; and
(b) the exemption provided for by this Decision is not available to an Eligible Director who beneficially owns, directlyor indirectly, voting securities of the Applicant, or exercises control or direction over voting securities of theApplicant or a combination of both, that carry more than 10% of the voting rights attached to the Applicant'soutstanding voting securities.
March 30, 2001.
"Iva Vranic"