Mutual Reliance Review System for Exemptive Relief Applications - relief for officers anddirectors of reporting issuer and its subsidiaries from the insider reporting requirementswith respect to the acquisition of securities under an automatic share purchase plan,subject to certain conditions including annual reporting.
Securities Act, R.S.O. 1990, c.S.5, as am. ss.1(1), 107, 108, 121(2)(a)(iii).
Regulation made under the Securities Act, R.R.O. 1990, Reg. 1015, as am. Part VIII.
Ontario Securities Commission Policy Statement No. 10.1.
Proposed National Instrument 55-101 - Exemption From Certain Insider ReportingRequirements (1999), 22 OSCB 5161.
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
ALTAGAS SERVICES INC.
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatory authorities or regulators (the "DecisionMakers") in British Columbia, Alberta, Ontario and Québec (the "Jurisdictions") havereceived an application from AltaGas Services Inc. ("Applicant") for a decision pursuantto the securities legislation of the Jurisdictions (the "Legislation") that the requirementcontained in the Legislation for an insider of a reporting issuer to file insider reports (the"Insider Reporting Requirements") shall not apply to directors and senior officers of theApplicant or its subsidiaries with respect to their acquisition of common shares of theApplicant pursuant to the Applicant's employee share purchase savings plan (the "Plan"),subject to certain conditions;
AND WHEREAS pursuant to the Mutual Reliance Review System for ExemptiveRelief Applications (the "System"), the Alberta Securities Commission is the principalregulator for this application;
AND WHEREAS the Applicant has represented to the Decision Makers that:
1. The Applicant is a corporation existing under the Canada Business CorporationsAct;
2. The common shares of the Applicant (the "Shares") are listed and posted for tradingon The Toronto Stock Exchange;
3. The Applicant is a reporting issuer in the provinces of Alberta, British Columbia,Ontario and Quebec (collectively, the "Provinces"). The Applicant is not in defaultof any requirement of the securities legislation of the Provinces and the rules andregulations thereunder;
4. The Applicant has adopted the Plan which will provide employees of the Applicantand certain subsidiaries of the Applicant ("Participants") with an opportunity topurchase Shares and to receive Shares which are purchased on the Participants'behalf by the Applicant;
5. Participation in the Plan by Participants will be voluntary. The Plan is available tothe employees of AltaGas Utilities Inc. ("Utilities") which is a wholly-ownedsubsidiary of the Applicant. The Applicant currently expects that in due course allof its employees, including employees of subsidiaries, who satisfy the Plan'seligibility requirements, will be entitled to participate in the Plan;
6. Under the terms of the Plan, Participants may elect to have an amount of theirsalary deposited to the Plan by way of payroll deduction by the Applicant at the timeof each scheduled pay period. The Applicant will make matching contributionsunder the Plan in amounts which depend upon certain criteria set forth in the Plan;
7. The Plan will be administered by a trust company (the "Trustee"). In particular, theTrustee will be responsible for the timing, pricing, amount and manner oftransaction of all of the acquisitions and dispositions of Shares under the Plan. TheApplicant or the Trustee will bear all costs in the set-up, record keeping andcustodial expenses associated with the Plan. The Participants will pay allinvestment management fees as well as brokerage fees and transaction expensesincurred in connection with purchases and sales of Shares under the Plan;
8. Shares to be acquired under the Plan shall be purchased by a registered broker atthe direction of the Trustee through the facilities of The Toronto Stock Exchange forthe accounts of Participants participating in the Plan at the market price of theShares. The Trustee may also match sales requests under the Plan with purchasesto be made under the Plan. Shares will not be issued from treasury to the Trustee;
9. The Plan is an "automatic securities purchase plan" within the meaning of ProposedNational Instrument 55-101 "Exemption From Certain Insider ReportingRequirements" (the "Proposed Instrument");
10. Directors and Senior Officers of the Applicant and its subsidiaries (the "ParticipatingInsiders") may be participants in the Plan; and
11. The Shares to be acquired under the Plan are expected to be de minimus in relationto the number of Shares of the Applicant that are issued and outstanding;
AND WHEREAS pursuant to the System this MRRS Decision Document evidencesthe decision of each of the Decision Makers (collectively, the "Decision");
AND WHEREAS each of the Decision Makers is satisfied that the test contained inthe Legislation that provides the Decision Maker with the jurisdiction to make the Decisionhas been met;
IT IS THE DECISION of the Decision Makers pursuant to the Legislation that theInsider Reporting Requirements shall not apply to the acquisition of common shares of theApplicant pursuant to the Plan, provided that:
1. Each Participating Insider shall file, in the form prescribed for the Insider ReportingRequirements, a report disclosing all acquisitions of Common Shares under thePlan that have not been previously reported by or on behalf of the ParticipatingInsider;
(i) for any Common Shares acquired under the Plan during a calendar yearwhich are disposed of or transferred (other than dispositions or transfers thatdo not affect Participating Insider's beneficial ownership of such CommonShares), within the time required by the Legislation for reporting thedisposition or transfer; and
(ii) for any Common Shares acquired under the Plan during a calendar yearwhich have not been disposed of or transferred, annually within 90 days ofthe end of the calendar year;
2. In all Jurisdictions except Québec, such exemption is not available to aParticipating Insider who beneficially owns, directly or indirectly, voting securitiesof the Applicant, or exercises control or direction over voting securities of theApplicant, or a combination of both, that carry more than 10% of the voting rightsattaching to all of the Applicant's outstanding voting securities.
3. In Québec, such exemption is not available to a Participating Insider who exercisescontrol over more than 10% of a class of shares of the Applicant to which areattached voting rights or an unlimited right to a share of the profits of the Applicantand in its assets in case of winding up.
DATED at Edmonton, Alberta on July 21, 2000."Agnes Lau"
Agnes Lau, CA
Deputy Director, Capital Markets