Notice and Rule: OSC Rule - 62-501 - Prohibited Stock Market Purchases of the Offeree's Securities by the Offerer During a Take-Over Bid

On July 18, 2002, the Minister of Finance approved Ontario Securities Commission Rule 62-501 Prohibited Stock Market Purchases of the Offeree’s Securities by the Offeror Duringa Take-over Bid (the “Rule”). The Rule came into force on August 2, 2002.

The Rule is published in Chapter 5 of this Bulletin. Materials related to the Rule were previouslypublished in the Bulletin on October 20, 1995, December 14, 2001 and May 31, 2002.

ONTARIO SECURITIES COMMISSION
RULE 62-501
PROHIBITED STOCK MARKET PURCHASES OF THE OFFEREE’S SECURITIES BY THE OFFEROR DURING A TAKE-OVER BID

PART 1 DEFINITIONS

1.1 Definitions - Offeror

In this Rule, “offeror” has the meaning ascribed to that term in subsection 94(1) of the Act.

PART 2 PROHIBITED STOCK MARKET PURCHASES OF OFFEREE’S SECURITIES

2.1 Prohibited Stock Market Purchases of Offeree’s Securities

Despite subsection 94(3) of the Act, an offeror may not make purchases allowed under that subsection unless

1. the purchases are made in the normal course on a stock exchange described in subsection 94(3) of the Act;
2. any broker acting for the offeror does not, in regard to the purchases, perform services beyond the customary broker’s functions and does not receive more than the usual fees or commissions charged for comparable services performed by the broker in the normal course;
3. neither the offeror nor any person or company acting for the offeror solicits or arranges for the solicitation of offers to sell securities of the class subject to the bid, except for the solicitation by the offeror or members of the soliciting dealer group under the take-over bid; and
4. the seller or any person or company acting for the seller does not, to the knowledge of the offeror, solicit or arrange for the solicitation of offers to buy securities of the class subject to the bid.
   

PART 3 EXEMPTION