Mutual Reliance Review System for Exemptive Relief Applications - Senior officers anddirectors of an issuer that is an insider of another issuer by virtue of owning more that10% of the issuers issued and outstanding securities, exempted from the insiderreporting requirement - four senior officers of insider issuer that deal with the subjectissuer in the ordinary course of their duties required to comply with insider reportingrequirement
Applicable Ontario Statutes Cited
Securities Act, R.S.O., 1990, c.S-5, as am., ss. 1(1), 107, 108, 121(2)(a)(ii)
Applicable Ontario Policies Cited
Ontario Securities Commission Policy Statement 10.1 - Applications for Exemption fromInsider Reporting Obligations for Insiders of Subsidiaries and Affiliated Issuers (1982) 4O.S.C.B. 554E
National Instrument 62-103 - Early Warning System and Related Take-Over Bid andInsider Reporting Issues (1999) 22 O.S.C.B. 8123.
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEFAPPLICATIONS
IN THE MATTER OF
BANK OF MONTREAL
MRRS DECISION DOCUMENT
WHEREAS the Canadian securities regulatory authority or regulator (the "DecisionMaker") in each of British Columbia, Alberta and Ontario (the "Jurisdictions") hasreceived an application from the Bank of Montreal (the "Bank") for a decision pursuant tothe securities legislation of the Jurisdictions (the "Legislation") that the requirementcontained in the Legislation for directors and senior officers of an insider of a reportingissuer to file insider reports (the "Insider Reporting Requirement") shall not apply todirectors and senior officers of the Bank with respect to their direct or indirect beneficialownership or control or direction over securities of Wolverine Energy Corp. ("Wolverine"),subject to conditions;
AND WHEREAS pursuant to the Mutual Reliance Review System for ExemptionRelief Applications (the "System"), the Ontario Securities Commission is the PrincipalRegulator for this application;
AND WHEREAS the Bank has represented to the Decision Makers that:
1. The Bank commenced business in Montreal in 1817 and was incorporated in 1821by an Act of Lower Canada as the first Canadian chartered bank. Since 1871, theBank has been a chartered bank under the Bank Act (Canada), and is named inSchedule I of the Bank Act. The Bank Act is the charter of the Bank and theoperations of the Bank are governed by it.
2. The Bank's head office is located at 129 rue Saint Jacques, Montreal, Quebec, H2Y1L6, and its executive offices are located at 100 King Street West, 1 First CanadianPlace, Toronto, Ontario, M5X 1A1.
3. The Bank is a reporting issuer or equivalent, in each of the provinces of Canadaand is not in default of any requirements under the Legislation.
4. The Bank's securities are listed on the Canadian Venture Exchange, Toronto StockExchange, World Stock Exchange and the London Exchange.
5. Wolverine was incorporated under the laws of Alberta on March 28, 1995.Wolverine's head office is located at Suite 1450, 407 - 2nd Street S.W., Calgary,Alberta.
6. Wolverine is a reporting issuer in the Jurisdictions and its securities are listed andposted for trading on the Canadian Venture Exchange.
7. Pursuant to the terms of a forbearance agreement dated September 28, 1998, asamended (the "Forbearance Agreement"), the Bank was issued 3,574,322 specialwarrants of Wolverine which were exchanged for 3,574,322 common shares ofWolverine pursuant to a prospectus dated September 29, 1999. In considerationfor the common shares of Wolverine, the Bank agreed to provide Wolverine withadditional funds in the amount of $750,000 and agreed to forbear from making ademand upon its loans or taking any steps to realize on its security other than asset forth in the Forbearance Agreement. As of June 7, 2000 the Bank held3,024,322 common shares of Wolverine representing 15.6% of Wolverine's issuedand outstanding common shares.
8. As a result of the Bank owning more than 10% of the voting securities outstandingin the capital of Wolverine, the Bank's directors and senior officers are subject tothe Insider Reporting Requirement with respect to their ownership of securities ofWolverine.
9. As of December 31, 1999 the Bank had 19 directors and 299 executives or seniorofficers who would be subject to the Insider Reporting Requirement with respect toany trades in securities of Wolverine.
10. None of the Bank's directors or senior officers are employed by or sit on the boardof directors of Wolverine.
11. The Bank's directors or senior officers do not, in the ordinary course of theiremployment, receive notice of material facts or material changes in respect ofWolverine prior to the general disclosure to the public of such facts or changes,other than four senior officers (the "Non-Exempted Officers") of the Bank whohave knowledge of Wolverine's ongoing business and operations.
12. Unless the relief sought is granted, each director or senior officer of the Bank whoowns and trades securities of Wolverine will be subject to the Insider ReportingRequirement so long as the Bank remains an insider of Wolverine.
AND WHEREAS pursuant to the System this MRRS Decision Document evidencesthe decisions of each Decision Maker (collectively, the "Decision");
AND WHEREAS each Decision Maker is satisfied that the test contained in theLegislation that provides the Decision Maker with the jurisdiction to make the Decision hasbeen met;
THE DECISION of each Decision Maker pursuant to the Legislation is that theInsider Reporting Requirement shall not apply to the directors and senior officers of theBank, excepting those directors and senior officers:
A. who do or may receive, in the ordinary course, knowledge of material facts ormaterial changes with respect to Wolverine prior to general disclosure of suchmaterial facts or material changes, including without limitation the Non-ExemptedOfficers;
B. who are insiders of Wolverine in a capacity other than as a director or senior officerof the Bank;
C. who are designated by the Bank or any of its affiliates to effect trades in commonshares of Wolverine; or
D. who are denied the exemptions contained in this Decision by another order ordecision of a Decision Maker;
provided that the Bank maintains a current list of the directors and senior officers who arenot exempted by the Decision.
June 27th, 2000.