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Sun Life Financial Services of Canada Inc. - MRRS Decision
Headnote
Mutual Reliance Review System for Exemptive Relief - Relief for officers and directors of reporting issuer and itssubsidiaries from the insider reporting requirements with respect to the acquisition of securities under the automaticshare purchase plan, subject to certain conditions including annual reporting.
Statutes Cited
Securities Act, R.S.O. 1990, c.S.5, as am. ss 1(1), 107, 121(2)(a)(ii).
Instruments Cited
Proposed National Instrument 55-101 Exemption From Certain Insider Reporting Requirements (1999), 22 O.S.C.B.5161.
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,
MANITOBA, ONTARIO, QUEBEC, NEWFOUNDLAND AND NOVA SCOTIA
AND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM FOR
EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF
SUN LIFE FINANCIAL SERVICES OF CANADA INC.
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of BritishColumbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, Newfoundland and Nova Scotia (the "Jurisdictions") hasreceived an application on behalf of Sun Life Financial Services of Canada Inc. ("Sun Life Financial") for a decisionunder the securities legislation of the Jurisdictions (the "Legislation") that the requirement contained in the Legislationfor an insider of a reporting issuer, or equivalent thereof, to file insider reports (the "Insider Reporting Requirements")shall not apply to insiders of Sun Life Financial and its subsidiaries (collectively, "Sun Life") who are participants("Participating Insiders") in Sun Life's U.S. employee stock purchase plan (the "Plan"), subject to certain conditions;
AND WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the"System"), the Ontario Securities Commission is the principal regulator for this Application;
AND WHEREAS Sun Life Financial has represented to the Decision Makers that:
1. Sun Life Financial is incorporated under the Insurance Companies Act (Canada) and has its head office at SunLife Centre, 150 King Street West, Toronto, Ontario, Canada, M5H 1J9.
2. Sun Life Financial is a reporting issuer, or the equivalent thereof, in the Jurisdictions and is not in default of anyrequirements of the Legislation.
3. There are 421,784,491 common shares of Sun Life Financial issued and outstanding as of December 15, 2000.
4. The common shares of Sun Life Financial are listed on The Toronto Stock Exchange, the New York StockExchange, the London Stock Exchange and the Philippine Stock Exchange.
5. Employees of Sun Life participating in the Plan ("Participants") may acquire common shares of Sun LifeFinancial by electing to have a percentage of their salary automatically deducted ("Automatic Contributions")on a bi-weekly basis and deposited with the party appointed under the Plan to administer the acquisition ofsecurities under the Plan (the "Trustee") to be used to purchase common shares of Sun Life Financial.
6. A Participant may begin or discontinue Automatic Contributions at any time provided the request to begin ordiscontinue contributions is received at least 10 business days in advance of the effective day of the Participantjoining or leaving the Plan, as the case may be. In addition, changes to the amount contributed to the Plan bya Participant by way of Automatic Contributions may be made at any time provided a change request isreceived at least 10 business days prior to the effective date of the change.
7. There are currently approximately 94 Participants in the Plan. This number will change periodically asemployees join and leave the Plan.
8. The Plan qualifies as an "automatic securities purchase plan" as defined in proposed National Instrument 55-101 Exemption from Certain Insider Reporting Requirements ("NI 55-101").
9. The number of common shares of Sun Life Financial to be acquired under the Plan is expected to be deminimus in relation to the number of common shares of Sun Life Financial issued and outstanding.
AND WHEREAS, pursuant to the System, this Decision Document evidences the decision of each DecisionMaker (collectively, the "Decision");
AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that providesthe Decision Maker with the jurisdiction to make the Decision has been met;
IT IS HEREBY DECIDED by the Decision Makers pursuant to the Legislation that the Insider ReportingRequirements shall not apply to Participating Insiders with respect to the acquisition of common shares of Sun LifeFinancial pursuant to Automatic Contributions under the Plan, provided that:
A. each such Participating Insider shall report, in the form prescribed for insider trading reports under theLegislation, all acquisitions of securities of Sun Life Financial pursuant to Automatic Contributions under thePlan that have not previously been reported by or on behalf of the Participating Insider.
(i) for any securities acquired pursuant to Automatic Contributions under the Plan which have beendisposed of or transferred, within the time required by the Legislation for reporting the disposition ortransfer; and
(ii) for any securities acquired pursuant to Automatic Contributions under the Plan during a calendar year(the "Reporting Period") which have not been disposed of or transferred, within 90 days of the end ofthe Reporting Period;
B. in the case of the Legislation in Jurisdictions other than Quebec, the Participating Insider does not beneficiallyown, directly or indirectly, voting securities of Sun Life Financial, or exercise control or direction over votingsecurities of Sun Life Financial, or a combination of both, that carry more than 10 per cent of the voting rightsattaching to all outstanding voting securities of Sun Life Financial;
C. in the case of the Legislation in Quebec, the Participating Insider does not exercise control over more than 10per cent of a class of shares of Sun Life Financial to which are attached voting rights or an unlimited right toa share of the profits of Sun Life Financial and in its assets in case of winding-up; and
D. this Decision shall expire in each Jurisdiction upon the date that NI 55-101 comes into effect in that Jurisdiction.
February 13, 2001.
"Margo Paul"