Securities Law & Instruments

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - relief from the registration requirementsand the prospectus requirements in connection with the issuanceof securities by a foreign issuer to the employees of its Canadianaffiliate pursuant to an employee stock purchase plan - issuerwith Canadian de minimis presence.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am.,ss. 25(1), 53(1) & 74(1).

Ontario Rules

Rule 45-503 Trades to Employees, Executivesand Consultants.

Applicable Instruments

Multilateral Instrument 45-102 Resale of Securities.

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

BRITISH COLUMBIA, ALBERTA,MANITOBA,

ONTARIO, QUEBEC AND NOVA SCOTIA

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

COMPUTERSHARE LIMITED

 

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (collectively, the "Decision Makers")in each of British Columbia, Alberta, Manitoba, Ontario, Québecand Nova Scotia (collectively, the "Jurisdictions")has received an application from Computershare Limited (the"Applicant") for a decision pursuant to the securitieslegislation in the Jurisdictions (collectively, the "Legislation")that: (i) the requirement to be registered to trade in a securitycontained in the Legislation (the "Registration Requirements")and the requirement to file and obtain a receipt for a preliminaryprospectus and a prospectus contained in the Legislation (the"Prospectus Requirements") shall not apply to certaintrades and distributions of American Depositary Receipts ("ADRs")and shares in the common stock of the Applicant (the "CommonShares") made in connection with the Applicant's EmployeeStock Purchase Plan (the "Plan"); and (ii) the RegistrationRequirements shall not apply to first trades of ADRs and CommonShares acquired under the Plan executed on an exchange or market,or made to a company, outside of Canada;

AND WHEREAS pursuant to the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),the Ontario Securities Commission is the principal regulatorfor this application;

AND WHEREAS the Applicant has representedto the Decision Makers that:

1. The Applicant is a company incorporatedunder the laws of the State of Victoria, Australia. The Applicantintends to make the employees and employee executives of ComputershareTrust Company of Canada ("CTCC" or the "CanadianAffiliate"), an indirect wholly owned Canadian subsidiaryof the Applicant, eligible to participate in the Plan.

2. As of June 30, 2002, approximately 554,326,613Common Shares were issued and outstanding. The authorizedcapital of the Applicant includes Common Shares and resetconvertible preference shares.

3. The Applicant is not, and has no presentintention of becoming, a reporting issuer or the equivalentunder the Act or under the applicable securities legislationof any of the other Jurisdictions.

4. The Applicant is a reporting company withthe relevant securities commission in Australia. The Applicantis current with its reporting obligations under the relevantlegislation of this jurisdiction.

5. Neither the Common Shares nor any othersecurities of the Applicant are listed or posted for tradingon any stock exchange or over-the-counter market in Canada.The Common Shares are listed and posted for trading on theAustralian Stock Exchange (the "ASX") and the NewZealand Stock Exchange. The Applicant is current in all applicablefiling and reporting obligations as required by these exchanges.

6. The Plan is intended to advance the interestsof the Applicant and its stockholders by encouraging certaineligible employees and employee executives of the Applicantto either acquire a proprietary interest or increase theirproprietary interest in the Applicant and to otherwise benefitfrom the success of the Applicant.

7. Under the Plan, certain employees and employeeexecutives of the Canadian Affiliate (the "Participants")may purchase through payroll deductions (the "ParticipantContribution") Common Shares, on the ASX through an Australianregistered broker. Such Common Shares are to be exchangedinto ADRs as soon as reasonably practicable after the purchase.The Applicant will match the purchase by the Participants(the "Employer Contribution") as more fully describedin paragraph 11.

8. The Plan contemplates that Participantsmay purchase Common Shares on the first Business Day of eachthree-month period which begins on the first day of each calendarquarter (an "Offering Period"), in which the Planis in effect. The Participant may participate in the Plan,in any given calendar year, in an amount not less than 1%and not more than 15% (as may be amended by CTCC from timeto time) of the Participant's annual base salary.

9. On the date that Common Shares are acquiredon the ASX for each applicable Offering Period (the "PurchaseDate"), the cash balance in each Participant's accountheld by CTCC shall be applied to the purchase Common Shareson the ASX by an Australian registered broker on behalf ofthe Participants and registered in the name of CTCNY or itsnominee.

10. All trades to Participants of Common Sharesacquired in the open market will be effected through an Australianregistered broker. The initial broker currently selected bythe Applicant is E-Trade Australia Securities Ltd. ("E-Trade").However, E-Trade will not be used for issuances or tradesof Common Shares issued from treasury or ADRs under the Plan.Also, in the future a different Australian or other foreignregistered broker (the "Broker") may be used.

11. The Applicant will, effective as of thefirst anniversary of each Purchase Date (the "AnniversaryDate"), issue to each Participant from treasury suchnumber of Common Shares equal to the number of Common Sharespurchased with each Participant Contribution on such PurchaseDate and still held in each Participant's account with CTCCas of the Anniversary Date. Such Common Shares will also beexchanged into ADRs as soon as reasonably practicable aftersuch Anniversary Date.

12. During any calendar year, a Participantshall not be issued Common Shares pursuant to the EmployerContribution component of the Plan where the aggregate bookvalue of Common Shares already issued to the Participant underthe Employer Contribution during such calendar year is equalto Aus $3,000.

13. The Common Shares purchased on the ASXwith the Participant Contributions and the Common Shares issuedfrom treasury as Employer Contributions shall be held in aseparate account of CTCNY with Computershare Clearing PtyLimited ("CCPL"), as custodian.

14. CTCNY will issue ADRs to Participantsin exchange for the number of Common Shares held by CTCNYon behalf of a Participant as soon as practicable after thePurchase Date or Anniversary Date, as applicable, and shallbe recorded in the Participant's account with CTCC as of theapplicable Purchase Date or Anniversary Date.

15. A Participant may withdraw some or allof his or her holdings from the Plan at any time. The Participantshall indicate to CTCNY the number of ADRs to be withdrawnfrom the Plan and the manner in which the corresponding CommonShares will be dealt.

16. The Participant may request that the CommonShares represented by such withdrawn ADRs be:

(a) sold on the ASX, in which case the saleproceeds converted into Canadian currency, less any conversionand any commissions and processing fees, shall be forwardedto the Participant as soon as practicable after such sale;or

(b) be transferred into such Participant'spersonal securities account in accordance with the instructionsprovided on the withdrawal instructions.

17. All dividends received in respect of theCommon Shares held by CTCNY for a Participant shall be allocatedto his or her Participant account with CTCC and used to purchaseadditional Common Shares for the Participant in accordancewith section 9 above (the "Dividend Reinvestment").

18. A Participant shall have the right tovote or direct CTCC, as agent for the Participant, as to thevoting of any Common Shares registered in the name of CTCNYand held by CCPL, as custodian on behalf of the Participant.

19. Any Common Shares and ADRs acquired underthe Plan are non-transferable, except in accordance with thewithdrawal and termination provisions of the Plan, and anyrights attaching thereto may only be exercised by a Participant.

20. CTCC shall have full power and authorityto administer the Plan including arranging trade instructionsregarding Common Shares on the sale of ADRs.

21. Participation in the Plan is voluntaryand Participants are not induced to participate in the Planby expectation of employment or continued employment.

22. No expenditure for distribution or promotion,other than the professional fees and remuneration paid toa broker, have been or will be made in respect of the Plan.

23. The resale of Common Shares by Participantsin connection with the Plan will be effected through E-Tradeor the Broker and executed through the facilities of the exchangeslisted in paragraph 5 or another exchange outside Canada.As such, these trades will be subject to the regulations andrequirements of both the relevant exchange and securitieslegislation.

24. Neither CTCC, CTCNY, E-Trade nor the Brokerwill offer any advice to the Participants regarding the decisionto acquire, hold or sell the ADRs or Common Shares under thePlan.

25. Participants resident in the Jurisdictionswill be provided with the same level of disclosure in respectof the Plans as is provided to all other Participants and,upon becoming a shareholder of the Applicant, Participantsresident in the Jurisdictions will be provided with the samedisclosure material relating to the Applicant that is providedto all other holders of Common Shares. Participants residingin Québec shall also receive a French language documentthat complies with local requirements.

26. As of the date of this Application, residentsof Canada hold less than 10% of the issued and outstandingCommon Shares, and residents of Canada represented in numberless than 10% of the total number of holders of the issuedand outstanding Common Shares.

27. If, at any time during the currency ofthe Plan, Canadian resident shareholders of the Applicanthold, in aggregate, greater than 10% of the total number ofissued and outstanding Common Shares or if such shareholdersconstitute more than 10% of all shareholders of the Applicant,the Applicant will apply to the relevant Jurisdiction foran order with respect to further trades to any by the Canadianresident shareholders in that Jurisdiction in respect of CommonShares acquired under the Plan.

28. As of the date of this Application, theApplicant and its Canadian Affiliate had in total approximately986 eligible employees and employee executives resident inCanada, of which approximately 136 reside in Alberta, 92 residein British Columbia, 8 reside in Nova Scotia, 3 reside inManitoba, 417 reside in Ontario and 330 reside in Québec.

AND WHEREAS pursuant to the System, thisMRRS Decision Document evidences the decision of each of theDecision Makers (collectively, the "Decision");

AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the jurisdiction to make theDecision has been met;

THE DECISION of the Decision Makers pursuantto the Legislation is that:

(i) the Registration Requirements andthe Prospectus Requirements shall not apply to any tradeor distribution of Common Shares or ADRs made in connectionwith the Plan, including trades and distributions involvingthe Applicant and its Canadian Affiliate, E-Trade, theBroker and the Participants, provided that: (a) the firsttrade of ADRs acquired through the Plan pursuant to thisDecision shall be deemed to be a distribution or primarydistribution to the public under the Legislation unlesssuch trade is made to CTCNY; (b) except in Québec,the first trade in Common Shares acquired through thePlan pursuant to this Decision will be deemed a distributionor primary distribution to the public under the Legislationunless the conditions in subsection 2.14(1) of MultilateralInstrument 45-102 Resale of Securities are satisfied;and (c) in Québec, the alienation (resale) of CommonShares acquired through the Plan pursuant to this Decisionwill be deemed a distribution unless such alienation (resale)is made outside of Canada or among Participants or betweenParticipants and persons related to the Participants;

(ii) the Registration Requirement shallnot apply to the first trade in ADRs acquired by Participantsunder the Plan pursuant to this Decision provided thatthe first trade of the ADRs is to CTCNY; and

(iii) the Registration Requirement shallnot apply to the first trade in Common Shares acquiredby a Participant under the Plan made through E-Trade orthe Broker provided that the first trade is executed throughthe facilities of a stock exchange or organized marketoutside Canada.

November 8, 2002.

"Paul M. Moore"                    "HaroldP. Hands"