Subsection 74(1) - relief from requirement of clause 3.11(2)(c) of Ontario SecuritiesCommission Rule 45-501 that all securities held by a "control block" holder must be heldfor at least 12 months from the date of the latest exempt purchase of securities of thesubject issuer on the basis that: (i) the last purchases of shares were de minimis and weremade on an exempt basis as an accommodation to the selling shareholders; and (ii) allshares had been held by the "control block" seller for almost the full 12-month period.
Securities Act, R.S.O. 1990, c.S.5, as am., ss. 53, 72(5), 72(7)(b), 72(7)(c) and 74(1).
Ontario Securities Commission Rule 45-501, s. 3.11(2).
ACT, R.S.O. 1990, CHAPTER S.5, AS AMENDED (the "Act")
IN THE MATTER OF
UPON the application of SLMsoft.com Inc. ("SLM") to the Ontario SecuritiesCommission (the "Commission") for a ruling pursuant to subsection 74(1) of the Act thatthe proposed trades to be made by SLM in shares of Infocorp Computer Solutions Ltd.("Infocorp") owned by SLM through the facilities of The Toronto Stock Exchange ("TSE")are not subject to section 53 of the Act, provided that such distribution is made incompliance with clauses 72(7)(b) and (c) of the Act.
AND UPON considering the application of SLM and the recommendation of the staffof the Commission;
AND UPON SLM having represented to the Commission that:
1. SLM was incorporated under the laws of Ontario by articles of incorporation datedFebruary 13, 1986 and is a "reporting issuer" or has similar status in each of theprovinces of Canada and the territories thereof and is not in default of anyrequirement of the Act or the regulation made thereunder.
2. Infocorp was incorporated on March 30, 1983, under the laws of the Province ofManitoba. Infocorp is, and has been, a "reporting issuer" in Ontario for more thaneighteen months and is not in default of any requirement of the Act or the regulationmade thereunder.
3. Infocorp's authorized capital consist of an unlimited number of common shares,without par value (the "Infocorp Shares"). As at September 30, 1999, there were12,791,000 Infocorp Shares issued and outstanding.
4. Infocorp Shares are listed and posted for trading on the TSE and Canadian VentureExchange and are quoted on NASDAQ.
5. After completing a take-over bid and certain transactions in connection therewithon September 17, 1998, SLM held 6,996,052 Infocorp Shares, representing 54.69%of the outstanding Infocorp Shares. As an accommodation to certain shareholdersof Infocorp, SLM purchased 223,000 and 20,000 Infocorp Shares on March 21 andMarch 26, 1999, respectively, in consideration for SLM stock. These purchases ofInfocorp Shares represented in aggregate approximately 1.89% of the outstandingInfocorp Shares.
6. As at January 24, 2000, SLM held in the aggregate 7,239,052 Infocorp Shares,representing 56.59% of the issued and outstanding Infocorp Shares.
7. SLM proposes to sell Infocorp Shares through the facilities of the TSE. Eachproposed trade to be made by SLM will be a distribution within the meaning ofclause (c) of the definition of "distribution" in subsection 1(1) of the Act and a "trade"within the meaning of the Act, requiring compliance with the registration andprospectus requirements of the Act.
8. Since SLM last acquired Infocorp Shares under an exemption enumerated insubsection 72(5) of the Act on March 26, 1999, by virtue of clause 3.11(2)(c) ofOntario Securities Commission Rule 45-501 Exempt Distributions ("Rule 45-501"),the exemption contained in clauses 72(7)(b) and (c) of the Act is not available fora trade in any Infocorp Shares until all Infocorp Shares owned by SLM have beenheld by SLM for at least one year after the date of such acquisition.
AND UPON the Commission being satisfied that to do so would not be prejudicialto the public interest;
IT IS RULED, pursuant to subsection 74(1) of the Act, that, notwithstandingsubsection 3.11(2) of Rule 45-501, the provisions of section 53 of the Act do not apply toa distribution by SLM of Infocorp Shares owned by it, provided that:
(a) each distribution is made in compliance with subsection 72(7) of the Act;
(b) if SLM acquires direct or indirect ownership, control or direction over anyadditional Infocorp Shares after the date hereof, each distribution is madein compliance with subsection 72(7) of the Act and Section 3.11 of Rule 45-501; and
(c) each distribution is made on or before March 26, 2000.
January 28th, 2000.
"Howard I. Wetston" "Theresa McLeod"