Ipsco Inc. - MRRS Decision
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
THE PROVINCES OF BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN, MANITOBA, ONTARIO, NOVASCOTIA AND NEWFOUNDLAND
AND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF IPSCO INC.
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of BritishColumbia, Alberta, Saskatchewan, Manitoba, Ontario, Nova Scotia and Newfoundland (the "Jurisdictions") has receivedan application from IPSCO Inc. ("IPSCO") for a decision pursuant to the securities legislation of the Jurisdictions (the"Legislation") that the requirements contained in the Legislation for an insider of a reporting issuer to file insider reports(the "Insider Reporting Requirements") shall not apply to insiders of IPSCO (the "Insiders") with respect to theiracquisition of common shares of IPSCO (the "Common Shares") pursuant to IPSCO's employee share purchase plan(the "ESP Plan") and IPSCO's dividend reinvestment and share purchase plan (the "DRSP Plan") (collectively, the"Plans"), subject to certain conditions;
AND WHEREAS under the Mutual Reliance Review System for Exemptive Relief Applications (the "System"),the Saskatchewan Securities Commission is the principal regulator for this application;
AND WHEREAS IPSCO has represented to the Decision Makers that:
1. IPSCO is a corporation governed by the Canada Business Corporations Act with its head office is located inthe Province of Saskatchewan;
2. IPSCO is a reporting issuer or the equivalent in each of the Jurisdictions and is not in default of any of therequirements of the Legislation;
3. The authorized share capital of IPSCO consists of an unlimited number of Common Shares, an unlimitednumber of first preferred shares and an unlimited number of second preferred shares;
4. On February 25, 2000, 40,703,436 Common Shares were issued and outstanding;
5. The Common Shares are listed on The Toronto Stock Exchange (the "TSE") and the New York StockExchange;
6. IPSCO is an issuer of publicly traded equity securities and hence Insiders are subject to insider reportingrequirements under the Legislation in respect of such securities;
7. The Plans were created for the purpose of promoting the interests of IPSCO by providing employees of IPSCOwith an opportunity to purchase the Common Shares, thus enabling such employees to share in the benefitsof IPSCO's continued success and prosperity and aligning their interests more closely with those of the othershareholders of IPSCO;
8. Payment for Common Shares purchased under the ESP Plan is to be made through payroll deductions andemployer contributions and payment for Common Shares purchased under the DRSP Plan is to be madethrough dividend reinvestment and through optional cash payments from the employee;
9. The ESP Plan is administered by the Canada Trust Company, while the DRSP Plan is administered by theMontreal Trust Company of Canada (collectively, the "Trustees");
10. Participation in the Plans by eligible employees ("Participants") is voluntary and no inducement is made byIPSCO in respect of such participation;
11. Under the terms of the ESP Plan, Participants may elect to have an amount of their salary deposited to the ESPPlan by way of monthly payroll deduction by IPSCO;
12. Common Shares to be acquired under the Plans shall be purchased by a registered broker at the direction ofthe Trustees through the facilities of the TSE for the accounts of Members participating in the Plans at themarket price for the Common Shares; and
13. The Common Shares acquired under the Plans are de minimus in relation to the number of securities issuedand outstanding;
14. Except for making elections with respect to contributions to the Plans, a Participant has no authority todetermine the prices or times at which Common Shares are purchased on his or her behalf under the Plan;
15. The ESP Plan and the DRSP Plan, with the exception of the optional cash payment option in the DRSP Plan,are "automatic securities purchase plan" as such term is defined in proposed National Instrument 55-101 -Exemption From Certain Insider Reporting Requirements (2000), 23 OSCB 4212. Once a Participant electswith respect to contributions to the Plans, the timing of acquisition, the number of Common Shares acquiredand the price paid for such acquisitions are all determined by the criteria set out in the Plans; and
16. Unless the decision sought is granted, and failing any other exemptive relief, each Participant would be subjectto the Insider Reporting Requirements each time Common Shares are acquired on his or her behalf under thePlan;
AND WHEREAS under the System this MRRS Decision Document evidences the decision of each DecisionMaker (collectively, the "Decision");
AND WHEREAS each Decision Maker is satisfied that the test contained in the Legislation that provides theDecision 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 Requirementsshall not apply to the acquisition by a Participant of Common Shares pursuant to the Plans, provided that:
1. Each Insider who is a Participant shall file, in the form prescribed for the Insider Reporting Requirements, areport disclosing all acquisitions of Common Shares under the Plan that have not been previously reported byor on behalf of the Participant:
a. for any Common Shares acquired under the Plans which have been disposed of or transferred, withinthe time required by the Legislation for reporting the disposition or transfer; and
b. for any Common Shares acquired under the Plans during a calendar year which have not beendisposed of or transferred, within 90 days of the end of the calendar year; and
2. Such exemption is not available:
a. To a Participant who beneficially owns, directly or indirectly, voting securities of IPSCO, or exercisescontrol or direction over voting securities of IPSCO, or a combination of both, that carry more than10% of the voting rights attaching to all of the IPSCO's outstanding voting securities; and
b. For purchases of Common Shares under the DRSP Plan through optional cash payments.
DATED at Saskatoon, Saskatchewan, on September 26, 2000.
Marcel de la Gorgendière, Q.C.