Securities Law & Instruments

Headnote

Subsection 104(2)(c) of the Act -- Issuer bid -- relief from the formal issuer bid requirements in sections 93 to 99.1 of the Act -- Issuer proposes to purchase up to an agreed number of its securities from a third party purchasing as principal pursuant to one or more program share repurchases during its normal course issuer bid -- the Issuer initiates a program share repurchase by providing the third party with an agreed upon sum following which the third party acquires the securities as principal -- the Issuer will acquire the securities at the completion of the term of each program share repurchase for a purchase price per share equal to the arithmetic average of the daily volume-weighted average price of the securities over that period less a predetermined discount -- when the securities are delivered to the Issuer, the purchase price attributable per security may not be between the "bid" and "ask" prices for the securities on the TSX, in which case they could not be made through the TSX trading system in reliance upon the issuer bid exemption available under section 101.2 of the Act and in accordance with the TSX rules governing normal course issuer bid purchases -- no adverse economic impact on, or prejudice to, the Issuer or public security holders -- acquisition of securities exempt from the issuer bid requirements in sections 93 to 99.1 of the Act, subject to a number of conditions, including that the third party purchasing as principal comply, adhere and be subject to the rules applicable to normal course issuer bids.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 93 to 99.1, 104(2)(c).

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, c. S.5, AS AMENDED AND IN THE MATTER OF CELESTICA INC.

ORDER (Section 104(2)(c))

UPON the application (the "Application") of Celestica Inc. (the "Applicant") to the Ontario Securities Commission (the "Commission") for an order pursuant to section 104(2)(c) of the Securities Act (Ontario) (the "Act") exempting the Applicant from the formal bid requirements of sections 93 to 99.1 of the Act (the "Issuer Bid Requirements") in respect of the proposed purchase or purchases by the Applicant of up to an agreed number of subordinate voting shares of the Applicant (the "Subordinate Voting Shares") from Citibank, N.A., a full service foreign bank branch ("Canada Branch") under the Bank Act (Canada) (the "Bank Act"), pursuant to one or more program share repurchases (each, a "PSR") during the 2014 NCIB (as defined below);

AND UPON considering the Application and the recommendation of staff of the Commission;

AND UPON the Applicant (and Canada Branch in respect of paragraphs 7, 8, 18, 19, 20, 23, 36, 37 and 38 as they relate to Canada Branch and its agents) having represented to the Commission that:

1. The Applicant is a corporation incorporated under the laws of Ontario.

2. The head office of the Applicant is located in Toronto, Ontario.

3. The Applicant is authorized to issue an unlimited number of Subordinate Voting Shares, an unlimited number of multiple voting shares (the "Multiple Voting Shares"), and an unlimited number of preferred shares, issuable in series. Holders of Subordinate Voting Shares are entitled to one vote per Subordinate Voting Share. Holders of Multiple Voting Shares are entitled to 25 votes per Multiple Voting Share. As at November 21, 2014, the Applicant had 155,865,833 Subordinate Voting Shares, 18,946,368 Multiple Voting Shares and no preferred shares issued and outstanding.

4. The Applicant is a reporting issuer in all of the provinces and territories of Canada (the "Jurisdictions") and the Subordinate Voting Shares are listed for trading on the Toronto Stock Exchange (the "TSX") and the New York Stock Exchange (the "NYSE") under the symbol "CLS". The Applicant is not in default of any requirement of the securities legislation of the Jurisdictions.

5. To the best of the Applicant's knowledge, the "public float" (calculated in accordance with the TSX Rules (as defined below)) for the Subordinate Voting Shares as at November 21, 2014 consisted of 116,923,587 Subordinate Voting Shares.

6. The Subordinate Voting Shares are "highly liquid securities", as that term is defined in section 1.1 of OSC Rule 48-501 Trading during Distributions, Formal Bids and Share Exchange Transactions ("OSC Rule 48-501") and section 1.1 of the Universal Market Integrity Rules ("UMIR").

7. Canada Branch is a full service foreign bank branch of Citibank, N.A. ("CBNA") under the Bank Act. Canada Branch has its principal office located in Toronto, Ontario.

8. CBNA is a national banking association, chartered and existing under the laws of the United States of America (the "U.S."). CBNA is an authorized foreign bank under Part XII.I of the Bank Act that is listed in Schedule III to the Bank Act. CBNA's head office is located in New York, New York, U.S.

9. On September 9, 2014, the Applicant announced that it is engaging in a normal course issuer bid (the "2014 NCIB") for up to 10,263,020 Subordinate Voting Shares, representing approximately 10.0% of the Applicant's public float of Subordinate Voting Shares as of the date specified in the Notice of Intention to Make a Normal Course Issuer Bid (the "Notice") that was submitted to, and accepted by, the TSX. The Notice specifies that purchases under the 2014 NCIB will be conducted through the facilities of the TSX, the NYSE, and any alternative trading systems in Canada or as otherwise permitted by the TSX, in accordance with sections 628 to 629.3 of Part VI of the TSX Company Manual (the "TSX Rules").

10. Purchases through the facilities of the TSX under the 2014 NCIB are being conducted in reliance upon the exemption from the Issuer Bid Requirements set out in section 101.2(1) of the Act and its equivalent in the securities legislation of the other Jurisdictions. Section 101.2(1) provides that an issuer bid that is made in the normal course through the facilities of a designated exchange is exempt from the formal bid requirements if the bid is made in accordance with the by-laws, rules, regulations and policies of that exchange. The Commission has recognized the TSX as a designated exchange for the purposes of section 101.2(1) of the Act.

11. Purchases through the facilities of the NYSE and alternative trading systems in Canada (collectively with the NYSE, the "Other Published Markets") under the 2014 NCIB are being conducted in reliance upon the exemption from the Issuer Bid Requirements set out in section 101.2(2) of the Act and its equivalent in the securities legislation of the other Jurisdictions (the "Other Published Markets Exemption" and together with the TSX Rules, the "NCIB Rules"). The Other Published Markets Exemption provides that an issuer bid that is made in the normal course on a published market, other than a designated exchange, is exempt from the issuer bid requirements of the Jurisdictions if, among other things, the bid is for not more than 5% of the outstanding securities of a class of securities of the issuer and the aggregate number of securities acquired in reliance on the Other Published Markets Exemption by the issuer and any person or company acting jointly or in concert with the issuer within any period of 12 months does not exceed 5% of the outstanding securities of that class at the beginning of the 12-month period.

12. Pursuant to the TSX Rules, the Applicant has appointed a broker to make purchases on its behalf for the purposes of its 2014 NCIB (the "Responsible Broker").

13. The maximum number of Subordinate Voting Shares that the Applicant is permitted to repurchase under the 2014 NCIB will be reduced by the number of Subordinate Voting Shares purchased from time to time (a) by any non-independent purchasing agent (a "Plan Trustee") to fulfill requirements for the delivery of Subordinate Voting Shares under the Applicant's security-based compensation plans (such purchases, the "Plan Trustee Purchases"), and (b) under automatic securities purchase plans established by the Applicant.

14. The Applicant proposes to participate in one or more PSRs during its 2014 NCIB, each of which will be governed by, and conducted in accordance with, the terms and conditions of a Program Share Repurchase Agreement (each, a "PSR Agreement") that will be entered into between the Applicant and Canada Branch prior to the commencement of each PSR and copies of which will be delivered by the Applicant to the Commission.

15. The Applicant is of the view that it will be able to purchase the Purchased Shares (as defined below) at a lower price than the price at which it would be able to purchase an equivalent quantity of Subordinate Voting Shares under the 2014 NCIB through the facilities of the TSX and/or on Other Published Markets and the Applicant is of the view that the purchase of the Purchased Shares pursuant to each PSR is in the best interests of the Applicant and constitutes a desirable use of the Applicant's funds.

16. The Applicant has filed an amended Notice (the "Amended Notice") and a press release (the "Press Release") with the TSX, in each case, describing the material features of the PSRs and disclosing the Applicant's intention to participate in one or more PSRs during the 2014 NCIB. Once the Amended Notice and Press Release have been accepted by the TSX, the Applicant will issue the Press Release at least two clear trading days prior to the commencement of the first PSR under the 2014 NCIB.

17. Pursuant to each PSR Agreement, the Applicant will initiate a PSR by providing Canada Branch with an amount of money that is to be negotiated and agreed upon by the Applicant and Canada Branch (the "Program Amount") following which Canada Branch will acquire Subordinate Voting Shares for its own account.

18. Canada Branch will retain the services of ITG Canada Corp. ("ITG Canada") to acquire Subordinate Voting Shares on its behalf through the facilities of both the TSX and on the Other Published Markets. All Subordinate Voting Shares that are acquired on Other Published Markets in the U.S. will be acquired by ITG Canada through ITG Inc. ("ITG"), which will act as agent for ITG Canada in respect of all such trading activity.

19. ITG Canada is registered as an investment dealer under the securities legislation of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, Nova Scotia and New Brunswick. It is also registered as a futures commission merchant under the Commodity Futures Act (Ontario), as a derivatives dealer under the Derivatives Act (Québec) and as dealer (futures commission merchant) under The Commodity Futures Act (Manitoba). ITG Canada is a member of the Investment Industry Regulatory Organization of Canada ("IIROC") and is a participating organization or member of the TSX, TSX Venture Exchange and Canadian Securities Exchange. ITG Canada's head office is located in Toronto, Ontario.

20. ITG is an affiliate of ITG Canada and an indirect wholly-owned subsidiary of the ultimate parent of ITG Canada. ITG carries on business as a broker-dealer in the U.S, is registered as a broker-dealer with the U.S. Securities and Exchange Commission and is a member of the Financial Industry Regulatory Authority. ITG's head office is located in New York, New York, U.S.

21. Each PSR Agreement will provide that all Subordinate Voting Shares that are acquired by, or on behalf of, Canada Branch pursuant to the applicable PSR, including in connection with any hedging activities of Canada Branch, must be acquired by Canada Branch, or on its behalf, during the PSR Term (as defined below) in accordance with the NCIB Rules that are otherwise applicable to the 2014 NCIB, including TSX Staff Notice 2012-030 dated June 8, 2012, provided that:

(a) the aggregate gross number of Subordinate Voting Shares that may be acquired by, or on behalf of, Canada Branch pursuant to the applicable PSR, including in connection with any hedging activities of Canada Branch, shall not be bound by the maximum annual aggregate limits imposed upon the 2014 NCIB in accordance with the NCIB Rules (including, for greater certainty, in accordance with the TSX Rules, as well as the Other Published Markets Exemption); and

(b) the aggregate gross number of Subordinate Voting Shares that may be acquired on the TSX and all Other Published Markets on any trading day by, or on behalf of, Canada Branch pursuant to the applicable PSR, including in connection with any hedging activities of Canada Branch, may not exceed the maximum daily limit imposed upon the 2014 NCIB pursuant to the TSX Rules determined with reference to an average daily trading volume that is based on the trading volume on the TSX and all Other Published Markets in Canada rather than being limited to the trading volume on the TSX only, provided that Canada Branch may rely on the block purchase exception to the maximum daily limit which is contemplated by the TSX Rules (the "Modified Maximum Daily Limit").

22. Each PSR Agreement will provide that the aggregate gross number of Subordinate Voting Shares that may be sold on the TSX and all Other Published Markets on any trading day by, or on behalf of, Canada Branch pursuant to the applicable PSR, including in connection with any hedging activities of Canada Branch, may not exceed the Modified Maximum Daily Limit.

23. All Subordinate Voting Shares acquired by, or on behalf of, Canada Branch pursuant to the applicable PSR will not be voted in respect of any matters on which a holder of a Subordinate Voting Share is entitled to vote.

24. Each PSR Agreement will prohibit Canada Branch from delivering a number of Purchased Shares purchased by or on behalf of Canada Branch on the Other Published Markets which exceeds a predetermined quantity of Subordinate Voting Shares, which quantity will be equal to or less than, the lesser of (a) the number of Subordinate Voting Shares remaining eligible for purchase pursuant to the Other Published Markets Exemption, calculated as at the date of the PSR Agreement, and (b) the Maximum Number of Shares (as defined below).

25. Each PSR Agreement will (a) prohibit the Applicant from purchasing any Subordinate Voting Shares, (b) require the Applicant to prohibit the Responsible Broker from acquiring any Subordinate Voting Shares on behalf of the Applicant, (c) require the Applicant to prohibit the Plan Trustee from undertaking any Plan Trustee Purchases, and (d) require the Applicant to prohibit any broker appointed under any automatic securities purchase plan of the Applicant from acquiring any Subordinate Voting Shares on behalf of the Applicant, in each case, during the conduct of the applicable PSR by Canada Branch, ITG Canada and ITG.

26. Each PSR will have a term that will be negotiated and agreed upon by the Applicant and Canada Branch (the "PSR Term") in the applicable PSR Agreement.

27. Pursuant to the applicable PSR Agreement, upon the completion of a PSR, Canada Branch will be required to deliver a number of Subordinate Voting Shares to the Applicant that is equal to the lesser of the following:

(a) the number of Subordinate Voting Shares (the "Program Number of Shares") that is equal to the Program Amount divided by the arithmetic average of the daily volume-weighted average price ("VWAP") of the Subordinate Voting Shares during the PSR Term less a discount (such discounted price, the "Discounted VWAP") to be negotiated and agreed upon by the Applicant and Canada Branch;

(b) a predetermined quantity of Subordinate Voting Shares (the "Maximum Number of Shares") which will be equal to, or less than, the maximum number of Subordinate Voting Shares that the Applicant is entitled to acquire prior to the completion of the 2014 NCIB in accordance with the NCIB Rules, calculated as at the date of the commencement of the PSR Term; and

(c) the number of Subordinate Voting Shares that have actually been acquired by, or on behalf of, Canada Branch (the "Acquired Number of Shares") upon the occurrence of an early termination event or an event of default pursuant to the PSR Agreement.

28. Each PSR will conclude upon the first to occur of the following events:

(a) delivery by Canada Branch of the lesser of the Program Number of Shares and the Maximum Number of Shares at the end of the PSR Term;

(b) delivery by Canada Branch of the lesser of the Program Number of Shares and the Maximum Number of Shares, following notification to the Applicant of Canada Branch's intention to effect such delivery and terminate the PSR, in accordance with the applicable PSR Agreement, prior to the end of the PSR Term; or

(c) delivery by Canada Branch of the lesser of the Acquired Number of Shares and the Maximum Number of Shares, upon the occurrence of an early termination event or an event of default pursuant to the applicable PSR Agreement.

29. The purchase price attributable by the Applicant for, as applicable, the Program Number of Shares or the Maximum Number of Shares that are delivered by Canada Branch in the manner contemplated by subparagraphs 28(a) and 28(b) hereof will be the Discounted VWAP per Subordinate Voting Share.

30. The purchase price attributable by the Applicant for, as applicable, the Acquired Number of Shares or the Maximum Number of Shares that are delivered by Canada Branch in the manner contemplated by subparagraph 28(c) hereof will be the VWAP per Subordinate Voting Share.

31. Pursuant to each PSR Agreement, if there is any Program Amount remaining following delivery of, as applicable, the Maximum Number of Shares or the Acquired Number of Shares from Canada Branch to the Applicant (the "Remaining Program Amount"), Canada Branch will deliver the Remaining Program Amount to the Applicant.

32. Immediately following its receipt of the Program Number of Shares, Maximum Number of Shares or Acquired Number of Shares, as the case may be (such number of Subordinate Voting Shares, the "Purchased Shares"), from Canada Branch following the completion of each PSR, the Applicant will (a) report the acquisition of the Purchased Shares to the TSX and the Commission, and (b) issue a press release disclosing, among other things, the number of Purchased Shares acquired by it pursuant to the PSR and the purchase price paid for the Purchased Shares.

33. Each Purchased Share will be cancelled upon delivery to the Applicant.

34. Although it would be possible for the transfer of the Purchased Shares to the Applicant to be conducted as a block trade pursuant to the 2014 NCIB if the Discounted VWAP or VWAP, as the case may be, for the Purchased Shares is between the 'bid' and 'ask' prices for the Subordinate Voting Shares at the time the Purchased Shares are delivered to the Applicant by Canada Branch following the completion of a PSR, this outcome is uncertain at the time that the PSR begins. In any event, because the Applicant's acquisition of the Purchased Shares is funded by the Applicant's advance of the Program Amount to Canada Branch prior to the commencement of the PSR, the transfer of the Purchased Shares to the Applicant by Canada Branch will not be conducted with reference to the then-current market price of the Subordinate Voting Shares and will not be representative of market forces.

35. The entering into of each PSR Agreement, the purchase of the Purchased Shares by Canada Branch and the delivery of the Purchased Shares to the Applicant will not adversely affect the Applicant or the rights of any of the Applicant's security holders and will not materially affect control of the Applicant.

36. Canada Branch is at arm's length to the Applicant and has advised the Applicant that CBNA does not beneficially own, either directly or indirectly, any Subordinate Voting Shares.

37. At the time that the Applicant and Canada Branch enter into a PSR Agreement, each of them will be required to represent to the other, in the PSR Agreement, that it has no knowledge of a "material fact" or "material change", as such terms are defined in the Act, with respect to the Applicant or the Subordinate Voting Shares that has not been generally disclosed (the "Undisclosed Information").

38. Canada Branch has established policies and procedures designed to ensure that the conduct of each PSR will be in accordance with, among other things, the applicable PSR Agreement and to preclude those persons responsible for administering the PSR from acquiring any Undisclosed Information during the conduct of a PSR. Canada Branch will enter into a related agreement with ITG Canada (the "ITG Agreement") requiring ITG Canada to, among other things, establish, and cause ITG to establish, similar policies and procedures to ensure compliance with this Order when acquiring Subordinate Voting Shares on behalf of Canada Branch during a PSR.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

IT IS ORDERED pursuant to section 104(2)(c) of the Act that the Applicant be exempt from the Issuer Bid Requirements in respect of the entering into of each PSR Agreement, and in respect of the delivery of the Purchased Shares by Canada Branch to the Applicant pursuant to each PSR conducted during the 2014 NCIB, provided that:

(a) the Applicant may not participate in multiple PSRs at the same time;

(b) at least two clear trading days prior to the commencement of the first PSR under the 2014 NCIB, and after the Amended Notice has been accepted by the TSX, the Applicant will issue the Press Release, which describes, among other things, the material features of the PSRs and the Applicant's intention to participate in one or more PSRs during the 2014 NCIB;

(c) each PSR Agreement and the ITG Agreement will require Canada Branch, ITG Canada and ITG, respectively, to abide by the NCIB Rules applicable to the 2014 NCIB, including TSX Staff Notice 2012-030 dated June 8, 2012, when acquiring Subordinate Voting Shares for, and on behalf of, Canada Branch pursuant to the applicable PSR, including in connection with any hedging activities, subject to paragraph 21 hereof;

(d) each PSR Agreement will provide that the aggregate gross number of Subordinate Voting Shares that may be sold on the TSX and all Other Published Markets on any trading day by, or on behalf of, Canada Branch pursuant to the applicable PSR, including in connection with any hedging activities, may not exceed the Modified Maximum Daily Limit;

(e) each PSR Agreement will require Canada Branch to maintain records that contain the information set out in Schedule "A" to this Order (the "PSR Records"), for a period of five (5) years following the completion of the applicable PSR;

(f) within 30 days of the completion of each PSR conducted pursuant to this Order, the Applicant will deliver, or cause to be delivered, a summary, in a manner and form acceptable to the Commission, containing the information set out in Schedule "A" to this Order (the "PSR Summary") to the Commission;

(g) a satisfactory finding following the completion of a review of the PSR Summary by the Commission is a condition precedent to the grant of subsequent exemption orders from the Issuer Bid Requirements for the conduct of PSRs;

(h) the Applicant shall promptly provide, or direct the provision of, all or any portion of the PSR Records that may be requested by the Commission and/or IIROC from time to time;

(i) the Purchased Shares will be taken into account by the Applicant when calculating the maximum annual aggregate limits that are imposed upon the 2014 NCIB in accordance with the TSX Rules and those Purchased Shares that were purchased by or on behalf of Canada Branch on the Other Published Markets will be taken into account by the Applicant when calculating the maximum aggregate limits that are imposed upon the Applicant in accordance with the Other Published Markets Exemption;

(j) each PSR Agreement will (i) prohibit the Applicant from purchasing any Subordinate Voting Shares, (ii) require the Applicant to prohibit the Responsible Broker from acquiring any Subordinate Voting Shares on behalf of the Applicant, and (iii) require the Applicant to prohibit the Plan Trustee from undertaking any Plan Trustee Purchases, and (iv) require the Applicant to prohibit any broker appointed under any automatic securities purchase plan of the Applicant from acquiring any Subordinate Voting Shares on behalf of the Applicant, in each case, during the conduct of the PSR by Canada Branch, ITG Canada and ITG;

(k) the Applicant will refrain from conducting a block trade in accordance with the TSX Rules during the calendar week it completes each acquisition of Purchased Shares and may not make any further purchases pursuant to the 2014 NCIB for the remainder of the calendar day on which it completes an acquisition of Purchased Shares;

(l) each purchase made by or on behalf of Canada Branch through the facilities of the TSX or on an Other Published Market in Canada, pursuant to each PSR, shall be marked with such designation as would be required by the applicable marketplace and UMIR for a trade made by an agent on behalf the Applicant;

(m) at the time each PSR Agreement is entered into by the Applicant and Canada Branch, the Subordinate Voting Shares must be "highly liquid securities", as that term is defined in section 1.1 of OSC Rule 48-501 and section 1.1 of UMIR;

(n) at the time each PSR Agreement is entered into by the Applicant and Canada Branch, neither the Applicant nor Canada Branch will have knowledge of any Undisclosed Information; and

(o) immediately following its receipt of the Purchased Shares from Canada Branch following the completion of each PSR, the Applicant will (i) report same to the TSX and the Commission, and (ii) issue a press release disclosing, among other things, the number of Purchased Shares acquired pursuant to the PSR and purchase price paid for the Purchased Shares.

DATED at Toronto, Ontario this 28th day of November, 2014.

"James E. A. Turner"
Vice-Chair
Ontario Securities Commission
 
"Mary G. Condon"
Commissioner
Ontario Securities Commission

 

SCHEDULE "A"

PSR Records

For a period of five (5) years following the completion of the applicable PSR, the Applicant will maintain, or have maintained on its behalf, the following information, all or any portion of which will be promptly provided to the Commission and/or IIROC upon request, from time to time:

1. for each purchase and sale made pursuant to the PSR (including in connection with any hedging activities), the trade date and time, the side, the number of Subordinate Voting Shares, the price, the currency, the notional trade amount and the marketplace on which the trade was executed;

2. for each purchase and sale made pursuant to the PSR (including in connection with any hedging activities) that was executed in a currency other than the currency specified in the PSR Agreement, the foreign exchange rate applied to settle the execution in the currency specified in the PSR Agreement;

3. for all purchases made pursuant to the PSR, the total number of Subordinate Voting Shares purchased, the average execution price in the currency specified in the PSR Agreement, and the notional purchase amount in the currency specified in the PSR Agreement;

4. for all sales made pursuant to the PSR, the total number of Subordinate Voting Shares sold, the average execution price in the currency specified in the PSR Agreement, and the notional sale amount in the currency specified in the PSR Agreement;

5. for each trade date over the PSR Term, the total number of Subordinate Voting Shares traded across all Canadian marketplaces, the Volume Weighted Average Price ("VWAP") of those trades and the daily notional trade amount;

6. for each trade date over the PSR Term, the total number of Subordinate Voting Shares traded over the marketplaces of each jurisdiction in which Subordinate Voting Shares were traded pursuant to the PSR, the VWAP of those trades in the currency of each such jurisdiction and the daily notional trade amount in the currency of each such jurisdiction;

7. for the duration of the PSR Term, the total number of Subordinate Voting Shares traded across all marketplaces on which the Subordinate Voting Shares were traded pursuant to the PSR;

8. for the duration of the PSR Term, the arithmetic VWAP of the trades executed or that occurred over the marketplaces of the jurisdiction(s) whose currency corresponds to the currency specified in the PSR Agreement;

9. the arithmetic VWAP of those trades in the currency specified in the PSR Agreement; and

10. for each derivatives transaction made pursuant to the PSR, the trade date and time, the type of derivatives product transacted, the number of contracts or transactions executed, the marketplace on which the trade was executed, the underlying interest of the derivatives product and the total underlying interest controlled as a result of each derivatives transaction.

PSR Summary

Within 30 days of the completion of each PSR, the Applicant will deliver a summary document to the Commission that sets out the following:

1. the start and end dates of the PSR;

2. the number of trading days within the PSR Term;

3. the arithmetic VWAP agreed to by the parties under the PSR Agreement;

4. the total number of Subordinate Voting Shares delivered to the Applicant;

5. the total number of Subordinate Voting Shares retained by Canada Branch;

6. the quantum of the discount applied to the VWAP agreed upon by the parties;

7. the purchase price attributable by the Applicant for, as applicable, the Program Number of Shares, the Maximum Number of Shares or the Acquired Number of Shares;

8. the buy-side volume under the PSR as a percentage of total volume during PSR Term;

9. the sell-side volume under the PSR as a percentage of total volume during PSR Term;

10. the average percentage of each trading day during the PSR Term that Canada Branch was on both sides of the market for Subordinate Voting Shares; and

11. the number of Subordinate Voting Shares purchased by the Applicant under the 2014 NCIB prior to the implementation of the PSR.