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
MANITOBA AND ONTARIO
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEWSYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof Manitoba, and Ontario (collectively, the "Jurisdictions")has received an application from Creo Inc. ("Creo")for a decision pursuant to the securities legislation of theJurisdictions (the "Legislation") that the requirementcontained in the Legislation to file insider reports shall notapply to certain individuals who are insiders of Creo, on thegrounds that they are "nominal vice-presidents", asthat term is defined in CSA Staff Notice 55-306 (the "Notice");
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 Creo has represented to theDecision Makers that:
1. Creo is a corporation incorporated underthe Canada Business Corporations Act. Creo is a leadingdeveloper, manufacturer and distributor of comprehensive digitalsolutions that automate the prepress phase of commercial printing.Creo has product development and manufacturing centers inVancouver and Israel, distribution centers around the world,and regional offices in Boston, MA, USA; Tokyo, Japan; HongKong; Sydney, Australia; and Brussels, Belgium;
2. The authorized capital of Creo consistsof an unlimited number of common shares, of which 49,793,978shares were outstanding as at April 30, 2003;
3. The shares of Creo are listed and postedfor trading on the Toronto Stock Exchange and the Nasdaq NationalMarket;
4. Creo is a reporting issuer or the equivalentunder the Legislation in each of the Jurisdictions. Creo isnot in default of any requirement under the Legislation;
5. Currently, approximately 75 individualsare insiders of Creo by reason of being an officer or directorof Creo or its subsidiaries. Of those individuals, approximately26 are currently exempt from the insider reporting requirementsof the Legislation by reason of the exemptions contained inNational Instrument 55-101 - Exemption from Certain InsiderReporting Requirements ("NI 55-101"). Creo hasmade this application to seek the requested relief in respectof 11 individuals;
6. Creo maintains a policy statement (the"Policy") on confidentiality and trading responsibilitieswhich it distributes to its insiders, employees and others.The Policy describes the trading restrictions and reportingrequirements to which such persons are subject under applicablelaw, including persons in a "special relationship"(as that term is defined in Section 76(5) of the SecuritiesAct (Ontario)), and sets out guidelines with which allsuch individuals must comply when trading or contemplatinga trade in securities of Creo. These guidelines include aprohibition on trading in securities of Creo during certain"blackout periods" prior to the release of Creo'sfinancial results and following the issuance of a press releasedisclosing material information about Creo;
7. Creo has compiled a list of individualswho it has determined meet the criteria for exemption setout in the Notice (the "Nominal VPs"), by consideringeach such person's activities and responsibilities withinCreo and its major subsidiaries. Based on the nature of theirjob functions, Creo has determined that none of the NominalVPs as a matter of course receives or has access to materialundisclosed information relating to Creo;
8. Each of the Nominal VPs meets the followingcriteria (the "Nominal VP Criteria"):
(a) the individual is a vice-president;
(b) the individual is not in charge of aprincipal business unit, division or function of Creo ora "major subsidiary" of Creo, as such term isdefined in NI 55-101;
(c) the individual does not in the ordinarycourse receive or have access to information as to materialfacts or material changes concerning Creo before the materialfacts or material changes are generally disclosed; and
(d) the individual is not an insider ofCreo in any other capacity;
9. On an ongoing basis, Creo intends to monitorthe eligibility for the exemption available under the Noticeof each of the Nominal VPs, and that of other employees ofCreo and its major subsidiaries whose title is Vice Presidentand who may satisfy the Nominal VP Criteria from time to time.This will be effected by monitoring such persons' respectivejob functions and responsibilities and assessing the extentto which in the ordinary course they receive notice of materialfacts or material changes with respect to Creo prior to suchfacts or changes being generally disclosed; and
10. In connection with this application, Creohas filed with the Decision Makers a copy of the Policy andthe list of Nominal VPs;
AND WHEREAS pursuant to the System thisMRRS Decision Document evidences the decision of each DecisionMaker (collectively, the "Decision");
AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Makers 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 insiders of Creowho satisfy the Nominal VP Criteria for so long as such insiderssatisfy the Nominal VP Criteria, provided that:
(a) Creo prepares and maintains a list ofall individuals who propose to rely on the exemption grantedby this Decision;
(b) Creo provides to a Decision Maker uponrequest within one business day of the request a copy of itscurrent list of individuals relying on the exemption grantedby this Decision and its internal policies and proceduresrelating to monitoring and restricting the trading activitiesof its insiders and other persons whose trading activitiesare restricted by Creo; and
(c) the relief granted will cease to be effectiveon the date when NI 55-101 is amended.
June 6, 2003.
"Paul M. Moore"
"Harold P. Hands"