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
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof Alberta, Saskatchewan, Manitoba, Ontario, Québec,Nova Scotia and Newfoundland (the "Jurisdictions")has received an application from Cogeco Inc. ("Cogeco")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 nominal vice-presidents of Cogeco as definedin 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 has represented tothe Decision Makers that:
1. Cogeco was incorporated under Part I ofthe Companies Act (Québec) in 1957; its headoffice is located in Montreal, Québec.
2. Cogeco is a reporting issuer in each ofthe Jurisdictions where such concept exists; its common sharesare listed on the Toronto Stock Exchange.
3. Cogeco is not in default of any requirementsunder the Legislation.
4. There are 17 persons who are insiders ofCogeco by reason of being an officer or director of Cogeco.Further, there are 12 additional persons who are insidersof Cogeco by reason of being an officer or director of a subsidiaryof Cogeco.
5. None of the insiders of Cogeco are currentlyexempted from the insider reporting requirements by reasonof an existing exemption, being National Instrument 55-101Exemption from Certain Insider Reporting Requirements("NI 55-101").
6. Cogeco has developed an administrativepolicy concerning transactions by senior executives of theCogeco Group on securities of Cogeco or Cogeco Cable Inc.(the "Policy"). The Policy is a simple standardrule which applies to Senior Executives of the COGECO Group(as defined in the Policy) and to all services of the COGECOGroup. The Policy sets regular defined periods whereby SeniorExecutives of the COGECO Group must refrain from making transactionson the securities of Cogeco or Cogeco Cable Inc.(hereinafter,"Cogeco Cable"). It defines what a securities transactionconsists of and provides an overview of the rules governinginsider trading.
7. Cogeco has ensured that communicationsto the different stakeholders about Cogeco are timely, factualand accurate, and broadly disseminated in accordance withall 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 or Cogeco Cable. Theymay not trade during the exclusion periods (hereinafter, the"Exclusion Period"), being betweenthe day following immediately the closing date of any accountingperiods for which such companies prepare financial statements(hereinafter, a "Reference Period") and the dayon which Cogeco discloses its consolidated financial resultsfor such Reference Period, these two days being included inthe exclusion period. There are in principle four regularexclusion periods per year, of a duration of approximatelya month and a half each.
9. As a policy, Cogeco regularly reminds itsinsiders of the insider reporting requirements applicableto them in relation with trading in Cogeco and of the upcomingExclusion Periods.
10. Cogeco's Legal Department examined thetitles and functions of each of the Vice-Presidents of Cogecoto determine 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 represents that each of the NominalVice-Presidents:
(a) is a vice-president of Cogeco;
(b) is not in charge of a principal businessunit, division or function of Cogeco or a "major subsidiary"of Cogeco (as such term is defined in NI 55-101);
(c) does not in the ordinary course receiveor have access to information as to material facts or materialchanges concerning Cogeco before the material facts or materialchanges are generally disclosed; and
(d) is not an insider of Cogeco in any othercapacity.
12 Going forward, Cogeco's Legal Departmentintends to examine the titles and functions of each of theexempted Vice-Presidents of Cogeco on an annual basis to determinewhich of them meet the definition of "nominal vice-president"set forth in the Notice and will assess the functions of anynew Vice-President of Cogeco to determine whether such individualsmeet the applicable criteria. Following each such review orassessment, the Legal Department intends to compile a listof those insiders who meet the required criteria, submitssuch list to the Board of Directors of Cogeco or one of itscommittees for approval and then files the list with the applicablesecurities regulatory authorities.
13. Should any exempted Vice-President ceaseto meet the applicable criteria, Cogeco'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, Cogecohas 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 who hereafteris given the title Vice-President provided that:
(a) they satisfy the definition of "nominalvice-president" contained in the Notice;
(b) Cogeco prepares and maintains a list ofall individuals who propose to rely on the exemption granted,submits the list on an annual basis to the board of directorsor one of its committees for approval, and files the listwith the Decision Makers;
(c) Cogeco 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; and
(d) the relief granted will cease to be effectiveon the date when NI 55-101 is amended.
October 21, 2003.