Mutual Reliance Review System for ExemptiveRelief Applications - relief granted to certain vice presidentsof a reporting issuer from the insider reporting requirementssubject to certain conditions as outlined in CSA Staff Notice55-306 - Applications for Relief from the Insider ReportingRequirements by Certain Vice Presidents.
Securities Act, R.S.O. 1990, c. S.5, as am.,ss. 1(1), 107, 108, 121(2)(a)(ii).
Regulation made under the Securities Act, R.R.O.1990, Reg. 1015, as am., Part VIII.
National Instrument 55-101 - Exemption FromCertain Insider Reporting Requirements.
IN THE MATTER OF
THE SECURITIES LEGISLATIONOF
ONTARIO, ALBERTA, MANITOBA,NEWFOUNDLAND AND LABRADOR,
NOVA SCOTIA, QUEBEC AND SASKATCHEWAN
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEWSYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
ASTRAL MEDIA INC.
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker")in each of Ontario, Alberta, Manitoba, Newfoundland and Labrador,Nova Scotia, Québec and Saskatchewan (collectively the"Jurisdictions") has received an applicationfrom Astral Media Inc. ("Astral") for a decisionpursuant to the securities legislation of the Jurisdictions(the "Legislation") that the requirement containedin the Legislation to file insider reports shall not apply tocertain individuals who are insiders of Astral by reason ofhaving the title "Vice-President" (the "ExemptedVPs");
AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),the Ontario Securities Commission is the principal regulatorfor this application;
AND WHEREAS Astral has represented tothe Decision Makers that:
1. Astral is a corporation organized underthe Canada Business Corporations Act with its registeredoffice located at 181 Bay Street, Toronto, Ontario M5J 2T3.
2. Astral is one of Canada's leading mediacompanies. Its business activities consist primarily of pay,pay-per-view and specialty television, radio and outdoor advertising.
3. Astral is a reporting issuer in each provinceof Canada and its Class A non-voting shares and Class B subordinatevoting shares are listed on the Toronto Stock Exchange.
4. As of the date hereof, Astral has 13 directors(three of whom are executive officers of the Corporation),eight executive officers, and forty-seven (47) other individualswho hold management positions in Astral or its subsidiaries,for a total of sixty-five (65) individuals who are insidersof Astral (the "Insiders").
5. None of the Insiders is currently exemptfrom the insider reporting requirements contained in the Actby reason of an existing exemption such as National Instrument55-101 - Exemption from Certain Insider Reporting Requirements("National Instrument 55-101"), or a previousdecision or order.
6. Astral has developed a corporate disclosurepolicy (the "Disclosure Policy"), which containspolicies and procedures governing insider trading that applyto all of the Insiders. The Disclosure Policy also appliesto other employees of Astral with knowledge of confidentialor material information. Astral has also established a disclosurepolicy committee (the "Committee") to overseeadministration of the Disclosure Policy.
7. Pursuant to the Disclosure Policy, theInsiders and other employees with knowledge of confidentialor material information about Astral or counter-parties innegotiations of material potential transactions are prohibitedfrom trading in shares of Astral until the information hasbeen fully disclosed or a reasonable period of time has passedfor the information to be widely disseminated. In addition,quarterly blackout periods will apply to Insiders or employeeswith access to undisclosed material information during periodswhen quarterly or annual financial statements are being preparedbut results have not yet been publicly disclosed. Additionalblackout periods may be prescribed from time to time by theCommittee as a result of special circumstances relating toAstral pursuant to which Insiders and employees with knowledgeof such special circumstances would be precluded from tradingin the securities of Astral. The Insiders must contact theVice-President, Legal Affairs and Secretary or the Vice-President,Finance and Chief Financial Officer before trading in thesecurities of Astral.
8. The job requirements and principal functionsof the Insiders were reviewed by the Vice-President, Financeand Chief Financial Officer, the Vice-President, Legal Affairsand Secretary, the Vice-President, Human Resources, and thePresident of the subsidiary in which each Insider is employedto determine which of them meet the definition of "nominalvice-president" contained in the Staff Notice. In theiropinion, seven (7) of the Insiders having the title of Vice-President(the "Exempted VPs") meet the criteria setout in the Staff Notice.
9. The Vice-President, Finance and Chief FinancialOfficer, the Vice-President, Legal Affairs and Secretary,the Vice-President, Human Resources, and the President ofthe subsidiary in which each Insider is employed will assessthe job requirements and principal functions of any futureemployee of Astral or its subsidiaries who has the title ofVice-President on the same basis as set out above to determineif such employee should receive the benefit of the exemptionsought in this application.
10. Each of the Exempted VPs meets the followingcriteria (the "Exempt VP Criteria"):
(a) the individual is a vice-president ofAstral or its subsidiaries;
(b) the individual is not in charge of aprincipal business unit, division or function of Astralor a "major subsidiary" of Astral (as such termis defined in National Instrument 55-101);
(c) the individual does not in the ordinarycourse receive or have access to information as to materialfacts or material changes concerning Astral before the materialfacts or material changes are generally disclosed; and
(d) the individual is not an insider ofAstral in any other capacity.
AND WHEREAS under the System, this MRRSDecision Document evidences the decision of each Decision Maker(collectively the "Decision");
AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the jurisdiction to make theDecision has been met;
THE DECISION of the Decision Makers underthe Legislation is that the requirement contained in the Legislationto file insider reports shall not apply to present and futureinsiders of Astral who satisfy the Exempt VP Criteria for solong as such insiders satisfy the Exempt VP Criteria providedthat:
(a) Astral prepares and maintains a list ofall individuals who propose to rely on the exemption granted,submits the list on an annual basis to its Board of Directorsfor approval, and files the list with the securities regulatoryauthority of each Jurisdiction;
(b) Astral files with the securities regulatoryauthority of each Jurisdiction a copy of its internal policiesand procedures relating to monitoring and restricting thetrading activities of its insiders and other persons whosetrading activities are restricted by Astral; and
(c) the relief granted under this Decisionwill cease to be effective on the date that National Instrument55-101 is amended.
June 13, 2003.
"Paul M. Moore"
"Harold P. Hands"