Mutual Reliance Review System for Exemptive Relief Applications - Registration andprospectus relief granted in respect of trades in exchangeable securities of non-reporting Canadian issuer, common shares of non-reporting U.S. issuer and grant ofvarious rights attached to the exchangeable securities - first trade relief also granted inrespect of trades in any securities issued pursuant to the decision document providedthat trades executed through the facilities of a stock exchange outside Canada or onthe New York Stock Exchange in accordance with applicable securities laws.
Securities Act, R.S.O. 1990, c.S.5, as am. ss. 25, 53, 72(5) and 74(1).
Regulation made under the Securities Act, R.R.O. 1990, Reg. 1015, as am.,
OSC Rule 45-501 - Exempt Distributions, (1998), 21 OSCB 6548.
OSC Rule 72-501 - Prospectus Exemption for First Trade over a Market OutsideOntario, (1998), 21 OSCB 3873.
IN THE MATTER OF THE
MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
AMDOCS LIMITED, AMDOCS (DENMARK) ApS., AMDOCS HOLDINGS ULC ANDSOLECT TECHNOLOGY GROUP INC.
WHEREAS the Canadian securities regulatory authority or regulator (the "DecisionMaker") in each of Ontario, New Brunswick and Nova Scotia (the "Jurisdictions") hasreceived a joint application from Amdocs Limited ("Amdocs"), Amdocs (Denmark) ApS.("Amdocs Parentco"), Amdocs Holdings ULC ("Amdocs Holdco") and Solect TechnologyGroup Inc. ("Solect") (collectively, the "Applicants") for a decision pursuant to the securitieslegislation of the Jurisdictions (the "Legislation") that certain trades in securities made inconnection with or resulting from the acquisition (the "Transaction") by Amdocs of all of thecommon shares of Solect by way of a share restructuring plan (the "Share RestructuringPlan") are exempt from the registration and prospectus requirements of the Legislation;
AND WHEREAS pursuant to the Mutual Reliance Review System for ExemptiveRelief Applications (the "System"), the Ontario Securities Commission is the principalregulator for this Application;
AND WHEREAS it has been represented by the Applicants to the Decision Makersthat:
1. Amdocs, Amdocs Parentco, Amdocs Holdco and Solect have entered into aCombination Agreement (the "Combination Agreement") dated as of February 28,2000 pursuant to which Amdocs, through Amdocs Parentco and Amdocs Holdco,will indirectly acquire Solect and the current holders of Solect common shares willreceive Solect exchangeable shares (the "Exchangeable Shares").
Amdocs, Amdocs Parentco and Amdocs Holdco
2. Amdocs is a corporation existing under the laws of Guernsey, and is subject to thereporting requirements of the United States Securities Exchange Act of 1934, asamended. Amdocs is not a reporting issuer in any of the Jurisdictions.
3. Amdocs is a leading provider of customer care, billing and order managementsolutions to major telecommunications companies in North America, Europe and therest of the world.
4. The authorized capital stock of Amdocs consists of 500,000,000 ordinary votingshares ("Amdocs Ordinary Shares"), £0.01 par value per share, 50,000,000 non-voting Amdocs Ordinary Shares, £0.01 par value per share and 25,000,000preferred shares. As of February 22, 2000, there were 182,092,140 AmdocsOrdinary Shares issued and outstanding, 24,210,073 non-voting Amdocs OrdinaryShares, and no preferred shares issued and outstanding. The Amdocs OrdinaryShares are listed for trading on the New York Stock Exchange.
5. Amdocs Parentco is a corporation existing under the laws of Denmark and is adirect and wholly owned subsidiary of Amdocs. Amdocs Parentco is a privatecompany and is not a reporting issuer in any of the Jurisdictions.
6. Amdocs Holdco is an unlimited liability company formed under the laws of theProvince of Nova Scotia and is a direct and wholly-owned subsidiary of AmdocsParentco and, therefore, an indirect subsidiary of Amdocs. Amdocs Holdco is aprivate company and is not a reporting issuer in any of the Jurisdictions. AmdocsHoldco will participate in the Transaction by, among other things, delivering oneAmdocs Ordinary Share to Solect as consideration for one Solect Class A PreferredShare to be issued to Amdocs Holdco and subsequently exchanged for what will bethe sole outstanding Solect Common Share, and will (together with Amdocs andAmdocs Parentco) be entitled to exercise various exchange rights and call rightsrelated to the Exchangeable Shares.
7. Upon completion of the Transaction (as a result of the exchange referred to in theimmediately preceding paragraph), the sole outstanding Solect Common Share willbe held directly by Amdocs Holdco and indirectly by Amdocs.
8. Solect, a company continued under the Business Corporations Act (New Brunswick)(the "NBBCA"), is a "private company" within the meaning of the Legislation and isnot a reporting issuer in any of the Jurisdictions. Solect is in the business ofproviding IP billing and customer care software.
9. The authorized capital of Solect consists of an unlimited number of common shareswithout par value ("Solect Common Shares"). As of February 25, 2000, there wereissued and outstanding (i) 10,499,072 Solect Common Shares and (ii) options topurchase 2,891,745 Solect Common Shares ("Solect Options") held by directors,officers and employees of Solect. In addition, there are outstanding convertibledebentures (the "Debentures") which are convertible into 9,744,821 Solect CommonShares and warrants (the "Warrants") to purchase 3,350,950 Solect CommonShares, all of which are expected, as a condition of completion of the Transaction,to be exchanged or exercised for Solect Common Shares prior to the Effective Date(as defined below). The Debentures and the Warrants are held by institutionalinvestors outside of Canada and one individual resident in the United States.
The Share Restructuring
10. The Transaction will be effected by way of the Share Restructuring Plan in respectof which Solect will file articles of amendment (the "Articles of Amendment") withthe Director under the NBBCA. On the date (the "Effective Date") shown on theCertificate of Amendment issued by the Director under the NBBCA giving effect tothe Share Restructuring Plan, the reorganization of capital will occur and the partieswill execute the remainder of the documents necessary to implement the ShareRestructuring Plan and the Transaction.
11. A special meeting (the "Special Meeting") of the holders of Solect Common Shares(the "Solect Shareholders") will be held on or about March 28, 2000 or such earlierdate as the holders of Solect Common Shares may in writing agree, at which Solectwill seek the requisite shareholder approval for the special resolution approving theShare Restructuring Plan. Under the NBCCA, a special resolution requires theapproval by 662/3% of the votes attached to the Solect Common Shares representedat the Special Meeting.
12. Certain Solect Shareholders and holders of Debentures and Warrants (the"Principal Solect Securityholders") holding an aggregate of 8,062,500 SolectCommon Shares (representing approximately 77% of the currently issued andoutstanding Solect Common Shares) and, together with the Solect Common Sharesunderlying the Debentures and Warrants held by them, approximately 87% of theSolect Common Shares on a fully diluted basis (excluding unvested options), haveentered into a voting agreement (the "Principal Securityholders' Voting Agreement")dated as of February 28, 2000 pursuant to which the Principal SolectSecurityholders have agreed, amongst other things, to: (i) vote their SolectCommon Shares in favour of the special resolution approving the ShareRestructuring Plan at the Special Meeting; (ii) take all necessary steps and do allsuch things as Amdocs, Amdocs Parentco or Amdocs Holdco may reasonablyrequire to support the Share Restructuring Plan and complete the transactionscontemplated in the Combination Agreement; and (iii) irrevocably appoint certainofficers of Amdocs as their attorneys-in-fact and proxy, with full power ofsubstitution, to vote in favour of the Share Restructuring Plan at the SpecialMeeting.
13. There are 72 Solect Shareholders (not including the Principal SolectSecurityholders) who are employees, officers or directors of Solect (the "EmployeeShareholders") holding an aggregate of 864,182 Solect Common Sharesrepresenting approximately 8% of the issued and outstanding Solect CommonShares. The remaining Solect Common Shares are owned by strategic investorsand other persons. Solect's legal and tax advisors will be available at theinformational meeting(s) to answer any questions of the Employee Shareholders.Prior to the Special Meeting, Solect will be inviting the Employee Shareholders toinformational meeting(s) at which the terms of the Transaction including the ShareRestructuring Plan, the transactions contemplated by the Combination Agreementand the attributes of the Exchangeable Shares will be explained and discussed indetail.
14. Furthermore, in connection with the Special Meeting, Solect will mail on or aboutMarch 6, 2000 to each Solect Shareholder (i) a notice of special meeting, (ii) a formof proxy, (iii) the text of the special resolution approving the Share RestructuringPlan and (iv) an information statement containing a detailed description of theTransaction, including the Share Restructuring Plan, the transactions contemplatedby the Combination Agreement, a fairness opinion from Morgan Stanley DeanWitter (Solect's financial advisor), the characteristics of the Exchangeable Sharesand information respecting Amdocs in the form of copies of continuous disclosuredocuments filed by Amdocs with the United States Securities and ExchangeCommission (collectively, the "Shareholder Materials"). The Shareholder Materialswill also be sent to holders of Solect Options for information purposes.Contemporaneously with the mailing, electronic copies of the Shareholder Materialswill be sent via e-mail or will be made available electronically to each of the SolectShareholders and to holders of Solect Options, Debentures and Warrants. Solecthas been advised by its New Brunswick counsel that under NBCCA there is norequirement to send a management proxy circular or other information documentto the shareholders other than a notice setting out in detail the special business tobe conducted at a special meeting "in sufficient detail to permit the shareholders toform a reasoned judgement thereon".
15. Following approval by the Solect Shareholders of the special resolution approvingthe Share Restructuring Plan, Solect will effect the Share Restructuring Plan byfiling the Articles of Amendment. The Share Restructuring Plan will result in thefollowing capital reorganization of Solect which shall occur and shall be deemed tooccur in the following order without any further act or formality:
a. the articles of continuance of Solect shall be amended to (i) modify theattributes of the Solect Common Shares and (ii) authorize one Class APreferred Share (the "Class A Preferred Share") and an unlimited number ofthe Exchangeable Shares;
b. Solect shall issue to Amdocs Holdco the one Class A Preferred Share inconsideration of the transfer by Amdocs Holdco to Solect of one AmdocsOrdinary Share;
c. each Solect Common Share (other than the Solect Common Sharesubscribed for by Amdocs Holdco pursuant to subsection (f) below) will bechanged into and exchanged for a whole number of Exchangeable Sharesusing an exchange ratio (the "Exchange Ratio") determined in accordancewith the Combination Agreement, with cash to be paid in lieu of fractionalshares;
d. upon the exchange referred to in (c) above, each holder of Solect CommonShares (other than the holder of the Solect Common Share subscribed forby Amdocs Holdco pursuant to subsection (f) below), without any furtheraction on the part of such holder, will receive that whole number ofExchangeable Shares resulting from the exchange of such holder's SolectCommon Shares for Exchangeable Shares;
e. the aggregate stated capital of the Exchangeable Shares when issued willbe equal to that of the Solect Common Shares immediately prior to theEffective Date;
f. the one outstanding Class A Preferred Share will be changed into andexchanged for one newly issued Solect Common Share and the holderthereof shall cease to be a holder of the Class A Preferred Share;
g. the stated capital of the one Solect Common Share issued pursuant tosubsection (f) shall be equal to the stated capital of the one Class APreferred Share outstanding immediately prior to the exchange of suchClass A Preferred Share pursuant to subsection (f);
h. Amdocs shall issue to and deposit with a Canadian trust company (the"Trustee") the Amdocs Special Voting Share (as described below) inconsideration of the payment to Amdocs of US $1.00 to be thereafter heldof record by the Trustee as trustee for and on behalf of, and for the use andbenefit of, the holders of the Exchangeable Shares in accordance with theVoting and Exchange Trust Agreement (as described below); and
i. the articles of continuance of Solect shall be further amended to delete theClass A Preferred Share from the authorized share capital so that theresulting authorized share capital of Solect shall consist of an unlimitednumber of Solect Common Shares and an unlimited number ofExchangeable Shares.
16. Upon the Share Restructuring Plan becoming effective and pursuant to theCombination Agreement and a resolution of the board of directors of Solectauthorizing the following exchange pursuant to the Solect employee stock optionplan, each Solect Option will be exchanged for an option (a "Replacement Option")to purchase that number of Amdocs Ordinary Shares derived by reference to theExchange Ratio.
Description of Exchangeable Shares and Related Agreements
17. The Exchangeable Shares, together with the Support Agreement, the Voting andExchange Trust Agreement and the Amdocs Special Voting Share, all as describedbelow, will provide holders thereof with a security of Solect having economic andvoting rights which are, as nearly as practicable, equivalent to those of an AmdocsOrdinary Share.
18. The Exchangeable Shares will rank prior to the Solect Common Shares with respectto the payment of dividends and the distribution of assets in the event of aliquidation, dissolution or winding-up of Solect to the extent described below.
19. The rights, privileges, restrictions and conditions attaching to the ExchangeableShares (the "Exchangeable Share Provisions") will provide that each ExchangeableShare will entitle the holder to dividends from Solect payable at the same time as,and equivalent to, each dividend paid by Amdocs on an Amdocs Ordinary Share.Subject to the overriding call right of Amdocs Holdco (or Amdocs or AmdocsParentco) described below, on the liquidation, dissolution or winding-up of Solect,a holder of Exchangeable Shares will be entitled to receive from Solect for eachExchangeable Share held an amount equal to the current market price of anAmdocs Ordinary Share, to be satisfied by delivery of one Amdocs Ordinary Share,together with all declared and unpaid dividends on each such Exchangeable Shareheld by the holder on any dividend record date prior to the date of liquidation,dissolution or winding-up (such aggregate amount, the "Liquidation Price"). Upona proposed liquidation, dissolution or winding-up of Solect, Amdocs Holdco (orAmdocs or Amdocs Parentco) will have an overriding call right (the "Liquidation CallRight") to purchase all of the outstanding Exchangeable Shares from the holdersthereof (other than Amdocs or its affiliates) for a price per share equal to theLiquidation Price.
20. The Exchangeable Shares will be non-voting (except as required by theExchangeable Share Provisions or by applicable law) and will be retractable at theoption of the holder at any time. Subject to the overriding call right of AmdocsHoldco (or Amdocs or Amdocs Parentco) described below, upon retraction, theholder will be entitled to receive from Solect for each Exchangeable Share retractedan amount equal to the current market price of an Amdocs Ordinary Share, to besatisfied by delivery of one Amdocs Ordinary Share, together with, on thedesignated payment date therefor, all declared and unpaid dividends on each suchretracted Exchangeable Share held by the holder on any dividend record date priorto the date of retraction (such aggregate amount, the "Retraction Price"). Uponbeing notified by Solect of a proposed retraction of Exchangeable Shares, AmdocsHoldco (or Amdocs or Amdocs Parentco) will have an overriding call right (the"Retraction Call Right") to purchase from the holder all of the Exchangeable Sharesthat are the subject of the retraction notice for a price per share equal to theRetraction Price.
21. Subject to the overriding call right of Amdocs Holdco (or Amdocs or AmdocsParentco) described below, Solect may redeem all the Exchangeable Shares thenoutstanding at any time on or after the date which is ten years from the EffectiveDate (the "Redemption Date"). The board of directors may accelerate theRedemption Date in certain circumstances which are set out in the ExchangeableShare Provisions. Upon such redemption, a holder will be entitled to receive fromSolect for each Exchangeable Share redeemed an amount equal to the currentmarket price of an Amdocs Ordinary Share, to be satisfied by the delivery of oneAmdocs Ordinary Share, together with all declared and unpaid dividends on eachsuch redeemed Exchangeable Share held by the holder on any dividend recorddate prior to the date of redemption (such aggregate amount, the "RedemptionPrice"). Upon being notified by Solect of a proposed redemption of ExchangeableShares, Amdocs Holdco (or Amdocs or Amdocs Parentco) will have an overridingcall right (the "Redemption Call Right") to purchase from the holders all of theoutstanding Exchangeable Shares (other than Amdocs or its affiliates) for a priceper share equal to the Redemption Price.
22. The Amdocs Special Voting Share will be issued to and held by the Trustee for thebenefit of the holders of Exchangeable Shares outstanding from time to time (otherthan Amdocs and its affiliates) pursuant to an agreement (the "Voting and ExchangeTrust Agreement") to be entered into by Amdocs, Amdocs Parentco, AmdocsHoldco, Solect and the Trustee contemporaneously with the closing of theTransaction. The Amdocs Special Voting Share will carry that number of votingrights, exercisable at any meeting of the holders of Amdocs Ordinary Shares, equalto the number of Exchangeable Shares outstanding from time to time that are notowned by Amdocs and its affiliates. The holders of the Amdocs Ordinary Sharesand the holder of the Amdocs Special Voting Share will vote together as a singleclass on all matters, except as may be required by applicable law. Each voting rightattached to the Amdocs Special Voting Share must be voted by the Trusteepursuant to the instructions of the holder of the related Exchangeable Share. In theabsence of any such instructions from a holder, the Trustee will not be entitled toexercise the related voting rights. Upon the exchange of an Exchangeable Sharefor an Amdocs Ordinary Share, the holder of the Exchangeable Share becomes aholder of an Amdocs Ordinary Share and the right of such holder to exercise votesattached to the Amdocs Special Voting Share terminates.
23. Under the Voting and Exchange Trust Agreement, Amdocs will grant to the Trusteefor the benefit of the holders of the Exchangeable Shares a put right (the "OptionalExchange Right"), exercisable upon the insolvency of Solect, to require AmdocsHoldco (or Amdocs or Amdocs Parentco) to purchase from a holder ofExchangeable Shares all or any part of his or her Exchangeable Shares. Thepurchase price for each Exchangeable Share purchased by Amdocs will be anamount equal to the current market price of an Amdocs Ordinary Share, to besatisfied by delivery to the Trustee, on behalf of the holder, of one AmdocsOrdinary Share, together with an additional amount equivalent to the full amount ofall declared and unpaid dividends on such Exchangeable Share held by suchholder on any dividend record date prior to the closing of the purchase and sale.
24. Under the Voting and Exchange Trust Agreement, upon the liquidation, dissolutionor winding-up of Amdocs, Amdocs Holdco (or Amdocs or Amdocs Parentco) will berequired to purchase each outstanding Exchangeable Share, and each holder willbe required to sell all of his or her Exchangeable Shares, (such purchase and saleobligations are hereafter referred to as the "Automatic Exchange Right") for apurchase price per share equal to the current market price of an Amdocs OrdinaryShare, to be satisfied by delivery to the Trustee, on behalf of the holder, of oneAmdocs Ordinary Share, together with an additional amount equivalent to the fullamount of all declared and unpaid dividends on each such Exchangeable Shareheld by such holder on any dividend record date prior to the closing of the purchaseand sale.
25. Contemporaneously with the closing of the Transaction, Amdocs, Amdocs Parentco,Amdocs Holdco and Solect will enter into a support agreement (the "SupportAgreement") which will provide that Amdocs will not declare or pay any dividend onthe Amdocs Ordinary Shares unless Solect simultaneously declares and pays anequivalent dividend on the Exchangeable Shares, and that Amdocs will ensure thatSolect, Amdocs Holdco and Amdocs Parentco will be able to honour the redemptionand retraction rights and dissolution entitlements that are attributes of theExchangeable Shares under the Exchangeable Share Provisions and the relatedredemption, retraction and liquidation call rights described above.
26. The Support Agreement will also provide that, without the prior approval of theholders of the Exchangeable Shares, actions such as distributions of stockdividends, options, rights and warrants for the purchase of securities or otherassets, subdivisions, reclassifications, reorganizations and other changes cannotbe taken in respect of the Amdocs Ordinary Shares generally without the same oran economically equivalent action being taken in respect of the ExchangeableShares.
Trades and Possible Trades
27. The trades and possible trades in securities to which the Transaction gives rise arethe following:
a. the issuance of Exchangeable Shares by Solect and the provision of theancillary rights pursuant to the Voting and Exchange Trust Agreement, theSupport Agreement and the Registration Rights Agreement (as definedbelow) to holders (other than Amdocs Holdco) of Solect Common Sharesand the transfer of Solect Common Shares by such holders to Solect, as partof the Share Restructuring Plan;
b. the exchange of Solect Options for Replacement Options, and the issuanceand delivery of Amdocs Ordinary Shares by Amdocs to a holder of aReplacement Option upon the exercise thereof;
c. the issuance by Amdocs of the Amdocs Special Voting Share to the Trustee,and the grant to the Trustee of the Optional Exchange Right, the AutomaticExchange Right and the voting rights pursuant to the Amdocs Special VotingShare and pursuant to the Voting and Exchange Trust Agreement, for thebenefit of holders of Exchangeable Shares (other than Amdocs and itsaffiliates);
d. the creation of the call rights in favour of Amdocs Holdco (or Amdocs orAmdocs Parentco) referred to in paragraphs 19, 20 and 21 above;
e. the issuance and intra-group transfers of Amdocs Ordinary Shares andrelated issuances of shares of Amdocs affiliates in consideration therefor, allby and between Amdocs and its affiliates, from time to time to enableAmdocs Ordinary Shares to be delivered to a holder of ExchangeableShares, and the subsequent delivery thereof to such holder, upon: (i) aholder's retraction of Exchangeable Shares; (ii) the exercise of theRetraction Call Right; (iii) the redemption of the Exchangeable Shares bySolect; (iv) the exercise of the Redemption Call Right; (v) the liquidation,dissolution or winding-up of Solect; and (vi) the exercise of the LiquidationCall Right;
f. the transfer of Exchangeable Shares by the holder to Solect, Amdocs,Amdocs Holdco or Amdocs Parentco, as applicable, upon: (i) the holder'sretraction of Exchangeable Shares; (ii) the exercise of the Retraction CallRight; (iii) the redemption of the Exchangeable Shares by Solect; (iv) theexercise of the Redemption Call Right; (v) the liquidation, dissolution orwinding-up of Solect; and (vi) the exercise of the Liquidation Call Right;
g. the issuance and delivery of Amdocs Ordinary Shares by Amdocs, AmdocsHoldco or Amdocs Parentco to each other and to a holder of ExchangeableShares upon the exercise of the Optional Exchange Right or the AutomaticExchange Right; and
h. the transfer of Exchangeable Shares by a holder to Amdocs, Amdocs Holdcoor Amdocs Parentco upon the Trustee's exercise of the Optional ExchangeRight or the Automatic Exchange Right.
28. Following completion of the Share Restructuring Plan, it is estimated, to the bestof the knowledge of Amdocs, that Canadian shareholders of Amdocs will representless than 10% of the holders of Amdocs Ordinary Shares and will hold less than10% of the outstanding Amdocs Ordinary Shares (for this purpose, AmdocsOrdinary Shares and Exchangeable Shares are considered to be of the sameclass).
29. Amdocs and Solect have been advised by their respective United States legalcounsel that the Exchangeable Shares received on the Effective Date and AmdocsOrdinary Shares issued upon the exchange thereof, will be generally subject to thefollowing resale restrictions in the United States: (i) for United States residents, atleast one year from the Effective Date; and (b) for non-United States residents whoacquired Exchangeable Shares not with a view to re-distribution in the UnitedStates, 40 days from the Effective Date, pursuant to Regulation S. All holders ofExchangeable Shares will be entitled to enter into a registration rights agreementto be executed at closing by Amdocs, Solect and certain Solect shareholders (the"Registration Rights Agreement"). Among other things, the Registration RightsAgreement will require Amdocs to file and maintain for at least two years a shelfregistration statement allowing such holders to sell a portion of their AmdocsOrdinary Shares received upon exchange of the Exchangeable Shares thereunder(one-third after ninety days, one-third after six months and the balance one yearfrom the Effective Date).
30. All disclosure material furnished to holders of Amdocs Ordinary Shares in theUnited States will be provided to the holders of Exchangeable Shares.
AND WHEREAS pursuant to the System, this Decision Document evidences thedecision of each Decision Maker (collectively, the "Decision");
AND WHEREAS the Decision Makers are of the opinion that it would not beprejudicial to the public interest to make the Decision;
THE DECISION of the Decision Makers pursuant to the Legislation is that to theextent there are no exemptions available from the registration and prospectusrequirements of the Legislation in respect of any of the trades referred to in paragraph 27,such trades are not subject to the registration and prospectus requirements of theLegislation, provided that the first trade in any securities issued pursuant to the exemptiverelief provided by this Decision Document shall be a distribution unless such first trade isexecuted through the facilities of a stock exchange outside of Canada or on the New YorkStock Exchange in accordance with applicable securities laws.
March 29th, 2000.
"Howard I. Wetston" "Robert W. Davis"