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SR Telecom Inc. - MRRS Decision
Headnote
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.
Statutes Cited
Securities Act, R.S.O. 1990, c. S.5, as am.,ss. 1(1), 107, 108, 121(2)(a)(ii).
Regulations Cited
Regulation made under the Securities Act, R.R.O.1990, Reg. 1015, as am., Part VIII.
Rules Cited
National Instrument 55-101 - Exemption FromCertain Insider Reporting Requirements.
IN THE MATTER OF
THE SECURITIES LEGISLATIONOF
ALBERTA, SASKATCHEWAN, MANITOBA,ONTARIO,
QUÉBEC, NEWFOUNDLANDAND LABRADOR AND NOVA SCOTIA
AND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEWSYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF
SR TELECOM INC.
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof Alberta, Saskatchewan, Manitoba, Ontario, Québec,Newfoundland and Labrador and Nova Scotia (collectively, the"Jurisdictions") has received an application fromSR Telecom Inc. ("SR") for a decision under the securitieslegislation of the Jurisdictions (the "Legislation")that the requirement contained in the Legislation to file insiderreports shall not apply to certain individuals who are insidersof SR on the grounds they are "nominal vice-presidents"(as defined in CSA Staff Notice 55-306 Application for Relieffrom the Insider Reporting Requirements by Certain Vice-Presidents(the "Staff Notice")).
AND WHEREAS pursuant to the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),the Commission des valeurs mobilières du Québecis the Principal Regulator for this application;
AND WHEREAS, unless otherwise defined,the terms herein have the meaning set out in National Instrument14-101 - Definitions or in Quebec Commission Notice 14-101;
AND WHEREAS SR has represented to theDecision Makers that:
1. SR is a corporation incorporated pursuantto the Canada Business Corporations Act.
2. SR is a reporting issuer (or equivalent)in each of the provinces of Canada and, to the best of itsknowledge, is not in default of its requirements under theLegislation.
3. The authorized share capital of SR consistsof an unlimited number of Common Shares and an unlimited numberof Preferred Shares (collectively, the "SR Shares").As at July 25th, 2003, there were outstanding 60,946,415SR Common Shares, and no shares of any other class of sharesof SR had been issued.
4. The SR Shares are listed and traded onthe Toronto Stock Exchange (the "TSX").
5. SR is a world leader and innovator in Point-to-Multipoint("PMP") fixed wireless access solutions. It offersa full range of products and services including equipment,network planning, project management, installation and maintenance.Its PMP wireless telecommunications systems are among themost advanced and reliable available today. Used by telecomoperators worldwide, SR's fixed wireless technology provideshigh-quality voice and data for applications ranging fromeveryday telephone service to broadband Internet access.
6. SR maintains a corporate disclosure andinsider trading policy (the "Policy") that appliesto all directors, officers and employees of SR. SR has alsotaken steps to establish a corporate disclosure committee(the "Disclosure Committee") with a mandate to monitorthe effectiveness of and compliance with the Policy and overseeSR's disclosure practices.
7. Pursuant to the Policy, insiders and employeesand other persons in a "special relationship" (asdefined in the Policy) with SR (collectively, the "Insiders")who have knowledge of material undisclosed information areprohibited from trading in securities of SR until the informationhas been fully disclosed publicly and a reasonable periodof time (at least two full trading days) has passed for theinformation to be widely disseminated. In addition, the Insidersmay not trade in securities of SR during "black-out"periods around the preparation of financial results or anyother "black-out" period as determined by the boardof directors of SR (the "Board of Directors").
8. As of August 21, 2003, 27 persons were"insiders" of SR, by reason of being a senior officeror director or significant shareholder of SR or its subsidiaries.No SR insiders are currently exempt from insider reportingrequirements by reason of an existing exemption, such as underNational Instrument 55-101, or a previous decision or order.SR has made this application in respect of 5 individuals (the"Exempted Vice-Presidents").
9. Each of the Exempted Vice-Presidents meetsthe definition of "nominal vice-president" (as definedin the Staff Notice):
(a) the individual is a vice-president;
(b) the individual is not in charge of aprincipal business unit, division or function of SR or a"major subsidiary" of SR (as defined in NationalInstrument 55-101);
(c) he individual does not in the ordinarycourse receive or have access to information as to materialfacts or material changes concerning SR before the materialfacts or material changes are generally disclosed; and
(d) the individual is not an insider ofSR in any other capacity.
10. SR determined that each of the ExemptedVice-Presidents meets the criteria for exemption set out inthe Staff Notice, by considering each such Exempted Vice-President'sactivities and responsibilities within SR and/or its majorsubsidiaries, as applicable.
11. On an ongoing basis, SR intends to monitorthe eligibility for the exemption available under the StaffNotice of each of the Exempted Vice-Presidents, and that ofother employees of SR and its major subsidiaries whose titleis vice-president and who may satisfy the criteria of "nominalvice-president" from time to time, by monitoring suchpersons' respective job functions and responsibilities andassessing the extent to which in the ordinary course theyreceive notice of material facts or material changes withrespect to SR prior to such facts or changes being generallydisclosed.
12. SR has filed with the Decision Makersin connection with the relief herein granted a copy of thePolicy and a list of Exempted Vice-Presidents.
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 Maker with the jurisdiction to make theDecision has been met;
THE DECISION of the Decision Makers pursuantto the Legislation is that the requirement contained in theLegislation to file insider reports shall not apply to the ExemptedVice-Presidents or any other employee of SR or its major subsidiarieswho hereafter is given the title vice-president, provided that:
(a) each such person satisfies the definitionof "nominal vice-president" contained in the StaffNotice;
(b) SR prepares and maintains a list of allindividuals who propose to rely on the exemption granted herein,submits the list on an annual basis to the Board of Directorsfor approval and files the list with the Decision Makers;
(c) SR files with the Decision Makers a copyof its internal policies and procedures relating to monitoringand restricting the trading activities of its insiders andother person whose trading activities are restricted by SR;and
(d) the relief granted herein will cease tobe effective on the date when National Instrument 55-101 isamended.
September 25, 2003.
"Josée Deslauriers"