DaimlerChrysler Canada Finance Inc. - MRRS Decision
Headnote
Mutual Reliance Review System for Exemptive Relief Applications -- Filer exempt from the application of National Instrument 58-101 Disclosure of Corporate Governance Practices -- Filer has received an earlier exemption from the continuous disclosure requirements of the legislation.
Ontario Rules
National Instrument 58-101 Disclosure of Corporate Governance Practices.
November 9, 2005
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,
MANITOBA, ONTARIO, QUEBEC, NEW BRUNSWICK,
NOVA SCOTIA, NEWFOUNDLAND AND LABRADOR,
YUKON TERRITORY AND NUNAVUT
(the "Jurisdictions")
AND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF
DAIMLERCHRYSLER CANADA FINANCE INC.
(the "Filer")
MRRS DECISION DOCUMENT
Background
The local securities regulatory authority or regulator (the "Decision Maker") in each of Jurisdictions has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the "Legislation") exempting DCCFI from the application of National Instrument 58-101 -- Disclosure of Corporate Governance Practices ("NI 58-101"), pursuant to section 3.1 of NI 58-101.
Under the Mutual Reliance Review System for Exemptive Relief Applications:
(a) the Autorité des marchés financiers is the principal regulator for this application; and
(b) this MRRS decision document evidences the decision of each Decision Maker.
Interpretation
Defined terms contained in National Instrument 14-101- Definitions have the same meaning in this decision unless they are defined in this decision.
Representations
This decision is based on the following facts represented by the Filer:
1. The Filer is a corporation incorporated under the laws of Québec by articles of incorporation dated November 8, 1994.
2. The Filer was formed to access Canadian and foreign capital markets to raise funds, which it lends to the subsidiaries of DaimlerChrysler AG ("DCAG") in Canada through a consolidated funding and cash management system. The Filer obtains financing through the issuance in Canada and elsewhere of term debt, including medium term notes, and commercial paper.
3. All of the shares of the Filer are indirectly wholly-owned by DCAG.
4. The Filer has medium term notes ("Notes"), all of which are unconditionally and irrevocably guaranteed as to payment of principal and interest by DCAG, and negotiable promissory notes or commercial paper issued and outstanding.
5. The Filer is a reporting issuer or its equivalent in each Jurisdiction where such status exists and is not included in a list of defaulting reporting issuers maintained by any of the Decision Markers.
6. DCAG is a credit supporter of the Filer within the meaning of National Instrument 51-102 Continuous Disclosure Obligations ("NI 51-102") NI 51-102 by virtue of DCAG providing a guarantee for the payments to be made by the Filer under the Notes as stipulated in the terms of the Notes.
7. The Filer is a credit support issuer within the meaning of NI 51-102 by virtue of being an issuer of Notes for which a credit supporter has provided a guarantee.
8. The Filer is unable to rely upon the exemption for credit support issuers from the application of NI 51-102 contained in section 13.4 of NI 51-102 for technical reasons.
9. The Decision Makers have exempted the Filer from the application of NI 51-102 and the application of any comparable continuous disclosure requirements under the Legislation of the Jurisdictions that have not yet been repealed or otherwise rendered ineffective as a consequence of the adoption of NI 51-102, pursuant to the MRRS decision In the Matter of DaimlerChrysler Canada Finance Inc. and DaimlerChrysler AG dated June 30, 2005 (the "Initial Decision").
10. NI 58-101 applies to the Filer since it is not a credit support issuer that is exempt under 13.4 of NI 51-102 from the application of NI 51-102.
Decision
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 under the Legislation is that the Filer be exempted from the application of NI 58-101, provided that the Filer and DCAG are in compliance with the conditions set forth in the Initial Decision.