Wheat Pool exempted from registration requirement in section 25 of the Act for trades,that are activities in furtherance of other trades, in Wheat Pool shares associated withthe purchase of the shares by members of the Wheat Pool or sales of the shares, thatwere purchased under a purchase plan of the Wheat Pool, made on behalf ofparticipants or former participants (including their legal representatives) - Participantsin plan comprise persons or companies that are members or employees of the WheatPool or employees of an affiliate of the Wheat Pool.
Securities Act, R.S.O. 1990, c. S.5, as am., ss. 1(1), 25, 35(1)11, 74
Regulation made under the Securities Act, R.R.O. 1990, Reg. 1015, as am.
Ontario Securities Commission Rule 32-502 Registration Exemption for Certain Tradesby Financial Intermediaries, (1997), 20 OSCB 699.
Ontario Securities Commission Rule 45-503 Trades to Employees, Executives andConsultants, (1999), 22 OSCB 118.
R.S.O. 1990, CHAPTER S.5, AS AMENDED (the "Act")
IN THE MATTER OF
SASKATCHEWAN WHEAT POOL
UPON the application (the "Application") of Saskatchewan Wheat Pool (the"Wheat Pool") to the Ontario Securities Commission (the "Commission") for a ruling,pursuant to section 74(1) of the Act, that certain trading activities by the Wheat Poolassociated with the operation of its Stock Savings and Group RRSP Plans (collectively,the "Plans") shall not be subject to section 25 of the Act;
AND UPON considering the Application and the recommendation of staff of theCommission;
AND UPON the Wheat Pool having represented to the Commission that:
1. the Wheat Pool is a publicly traded agri-business co-operative corporationincorporated under the laws of Saskatchewan and governed by TheSaskatchewan Wheat Pool Act, 1995, being a private Act of the SaskatchewanLegislature;
2. the Wheat Pool is a reporting issuer under the Act and is not in default of anyrequirement of the Act or the regulations or rules made thereunder;
3. the Wheat Pool is governed and controlled by delegates who are elected bypersons and companies ("Members") that are members of the Wheat Pool;
4. to become a Member, a person or company:
(i) must be engaged in farming or the raising of livestock or poultry inCanada, or own farmland in Canada used for farming by another personor company; and
(ii) must purchase one $25 par value Class "A" Voting Share of the WheatPool;
5. Members are familiar with the business and affairs of the Wheat Pool since theygenerally conduct a substantial portion of their business with the Wheat Pooland participate, through their elected delegates and directly through sub-districtcommittee meetings, in the affairs of, and policies developed by, the WheatPool;
6. Pursuant to the Plans, persons or companies ("Participants") that are Membersor employees of the Wheat Pool or an affiliate of the Wheat Pool can hold ClassB Non-Voting shares ("Class B Shares") of the Wheat Pool and acquireadditional Class B Shares;
7. all purchases of Class B Shares made on behalf of participants, or sales ofClass B Shares made on behalf of Participants or former Participants (or theirlegal representatives), pursuant to the Plans, will be made in the secondarymarket through the trustee under the Plans, The Royal Trust Company or anysuccessor trustee (the "Trustee"), who will, in turn, execute the purchase or salethrough an appropriate registered dealer;
8. in order to facilitate purchases or sales of Class B Shares by Participants, theWheat Pool will carry out the following activities (collectively the "OperatingActivities") which, individually, or collectively, may be said to constitute "trades"or "trading", as those terms are defined in subsection 1(1) of the Act:
(i) sending information in respect of the Plans to Participants andprospective Participants;
(ii) sending purchase order forms to Participants;
(iii) sending sale order forms to Participants and former Participants (or theirlegal representatives);
(iv) receiving completed purchase orders from Participants, and sale ordersfrom Participants and former Participants (or their legal representatives),for transmission to the Trustee, together with receiving and receiptingmonies accompanying completed purchase orders from Participants anddelivering same to the Trustee for deposit into trust accounts maintainedby the Plans, pending completion; and
(v) sending confirmations of purchase or sale and sending share certificatesand reports of transactions to Participants and former Participants (ortheir legal representatives);
9. the Wheat Pool will not, in carrying out any of the Operating Activities, give anyinvestment advice concerning the desirability of a purchase or of any Class BShares or any other securities;
10. Since 1924, the Wheat Pool has maintained a large records department, whichpresently services its approximately 78,000 Members, and, the Wheat Pool nowacts as its own transfer agent and registrar in respect of the Class A VotingShares held by Members and provides its Members with annual financialstatements and other information, so that it is well equipped to engage in andproperly discharge the Operating Activities;
11. with respect to Operating Activities that may constitute trades in Class B Shareswith employees of the Wheat Pool or employees of an affiliate of the WheatPool, the Wheat Pool intends to rely upon the registration exemption containedin section 2.2 of Ontario Securities Commission Rule 45-503 Trades toEmployees, Executives and Consultants; and
12. any trading by the Trustee pursuant to the Plans will be made in reliance uponthe registration exemption contained in paragraph 11 of subsection 35(1) of theAct or Ontario Securities Commission Rule 32-502 Registration Exemption forCertain Trades by Financial Intermediaries;
AND UPON the Commission being satisfied that to do so would not beprejudicial to the public interest;
IT IS RULED, pursuant to subsection 74(1) of the Act that, with respect to itscarrying out any of the Operating Activities, the Wheat Pool shall not be subject tosection 25 of the Act, insofar as the Operating Activities may constitute:
(i) any trading with a Member related to the purchase by the Member of aClass B Share pursuant to the Plan; or
(ii) any trading associated with the sale of Class B Shares by a Participant orformer Participant (or their legal representatives) of Class B Shares heldon behalf of the Participants pursuant to the Plans.
March 7th, 2000.
"J. A. Geller" "K. D. Adams"