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.
Applicable Ontario Statutory Provisions
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
ALBERTA, SASKATCHEWAN, MANITOBA,ONTARIO,
QUÉBEC, NOVA SCOTIAAND NEWFOUNDLAND AND LABRADOR
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEWSYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
COGECO CABLE INC.
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof Alberta, Saskatchewan, Manitoba, Ontario, Québec,Nova Scotia and Newfoundland and Labrador (the "Jurisdictions")has received an application from Cogeco Cable Inc. ("CogecoCable") for a decision pursuant to the securities legislationof the Jurisdictions (the "Legislation") that therequirement contained in the Legislation to file insider reportsshall not apply to certain nominal vice-presidents of CogecoCable as defined in CSA Staff Notice 55-306;
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 Québec Commission Notice 14-101;
AND WHEREAS Cogeco Cable has representedto the Decision Makers that:
1. Cogeco Cable was incorporated under theCanada Business Corporations Act in 1992; its headoffice is located in Montreal, Québec.
2. Cogeco Cable is a reporting issuer in eachof the Jurisdictions where such concept exists; its commonshares are listed on the Toronto Stock Exchange.
3. Cogeco Cable is not in default of any requirementsunder the Legislation.
4. There are 21 persons who are insiders ofCogeco Cable by reason of being an officer or director ofCogeco Cable. Further, there are 13 additional persons whoare insiders of Cogeco Cable by reason of being an officeror director of a subsidiary of Cogeco Cable.
5. None of the insiders of Cogeco Cable arecurrently exempt from the insider reporting requirements byreason of an existing exemption, being National Instrument55-101 Exemption from Certain Insider Reporting Requirements("NI 55-101").
6. Cogeco Cable has developed an administrativepolicy concerning transactions by senior executives of theCogeco Group on securities of Cogeco Cable. or Cogeco Inc.(the "Policy"). The Policy is a simple standardrule which applies to all Senior Executives (as defined inthe Policy) and to all services of the COGECO Group. The Policysets regular defined periods whereby Senior Executives ofthe COGECO Group must refrain from making transactions onthe securities of Cogeco Cable or Cogeco Inc. (hereinafter"Cogeco"). It defines what a securities transactionconsists of and provides an overview of the rules governinginsider trading.
7. Cogeco Cable has ensured that communicationsto the different stakeholders about Cogeco Cable are timely,factual and accurate, and broadly disseminated in accordancewith all applicable legal and regulatory requirements.
8. Under the Policy, Senior Executives ofthe COGECO Group with knowledge of material undisclosed informationmay not trade in securities of Cogeco Cable or Cogeco. Theymay not trade during the exclusion periods (hereinafter, the"Exclusion Period") being between the day followingimmediately the closing date of any accounting periods forwhich such companies prepare financial statements (hereinafter,a "Reference Period") and the day on which Cogecodiscloses its consolidated financial results for such ReferencePeriod, these two days being included in the exclusion period.There are in principle four regular Exclusion Periods peryear, of a duration of approximately a month and a half each.
9. As a policy, Cogeco Cable regularly remindsits insiders of the insider reporting requirements applicableto them in relation with trading in Cogeco Cable and of theupcoming Exclusion Periods.
10. Cogeco Cable's Legal Department examinedthe titles and functions of each of its Vice-Presidents todetermine which of them met the criteria set forth in CSAStaff Notice 55-306 Applications for Relief from the InsiderReporting Requirements by Certain Vice-Presidents (the"Notice"), and has compiled a list of those insiderswho, according to this review, met the definition of "nominalvice-president" set forth in the Notice (the "NominalVice-Presidents").
11. Cogeco Cable represents that each of theNominal Vice-Presidents:
(a) is a vice-president of Cogeco Cable;
(b) is not in charge of a principal businessunit, division or function of Cogeco Cable or a "majorsubsidiary" of Cogeco Cable (as such term is definedin NI 55-101);
(c) does not in the ordinary course receiveor have access to information as to material facts or materialchanges concerning Cogeco Cable before the material factsor material changes are generally disclosed; and
(d) is not an insider of Cogeco Cable inany other capacity.
12. Going forward, Cogeco Cable's Legal Departmentintends to examine the titles and functions of each of theexempted Vice-Presidents on an annual basis to determine whichof them meet the definition of "nominal vice-president"set forth in the Notice and will assess the functions of anynew Vice-President of Cogeco Cable to determine whether suchindividuals meet the applicable criteria. Following each suchreview or assessment, the Legal Department intends to compilea list of those insiders who meet the required criteria, submitssuch list to the Board of Directors of Cogeco Cable or oneof its committees for approval and then files the list withthe applicable securities regulatory authorities.
13. Should any exempted Vice-President ceaseto meet the applicable criteria, Cogeco Cable's Assistant-Secretarywill ensure that the individual in question is promptly informedof his or her renewed obligation to file insider reports asand when necessary.
14. In connection with this application, CogecoCable has filed with the Decision Makers the list of the NominalVice-Presidents and a copy of the Policy.
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 NominalVice-Presidents or any other employee of Cogeco Cable who hereafteris given the title Vice-President provided that:
(a) they satisfy the definition of "nominalvice-president" contained in the Notice;
(b) Cogeco Cable prepares and maintains alist of all individuals who propose to rely on the exemptiongranted, submits the list on an annual basis to the boardof directors or one of its committees for approval, and filesthe list with the Decision Makers;
(c) Cogeco Cable files with the Decision Makersa copy of its internal policies and procedures relating tomonitoring and restricting the trading activities of its insidersand other persons whose trading activities are restrictedby Cogeco Cable; and
(d) the relief granted will cease to be effectiveon the date when NI 55-101 is amended.
October 21, 2003.