Securities Law & Instruments

Headnote

Clause 104(2)(c) -- Issuer bid -- relief from issuer bid requirements in sections 94 to 94.8 and 97 to 98.7 of the Act -- Issuer proposes to purchase, at a discounted purchase price, approximately 2,500,000 of its common shares from one shareholder -- due to discounted purchase price, proposed purchases cannot be made through NASDAQ -- but for the fact that the proposed purchases cannot be made through NASDAQ, the Issuer could otherwise acquire the subject shares in reliance upon the issuer bid exemption available under section 101.2(2) of the Act -- no adverse economic impact on or prejudice to issuer or public shareholders -- proposed purchases exempt from issuer bid requirements in sections 94 to 94.8 and 97 to 98.7 of the Act, subject to conditions.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 94 to 94.8, 97 to 98.7, 104(2)(c).

April 13, 2010

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO

(THE JURISDICTION)

AND

IN THE MATTER OF

RESEARCH IN MOTION LIMITED

(THE FILER)

DECISION

UPON the application ("Application") of Research in Motion Limited (the "Issuer") to the Ontario Securities Commission (the "Commission") for a decision under section 104(2)(c) of the Securities Act (Ontario), as amended (the "Act") exempting the Issuer from the requirements of sections 94 to 94.8, inclusive, and 97 to 98.7, inclusive, of the Act (the "Issuer Bid Requirements") in connection with the proposed purchases (the "Proposed Purchases") by the Issuer of up to 2,500,000 Common Shares of the Issuer (the "Subject Shares") from BMO Nesbitt Burns Inc. (the "Selling Shareholder");

AND UPON considering the Application and the recommendation of staff of the Commission;

AND UPON the Issuer having represented to the Commission that:

1. The Issuer is a corporation amalgamated under the Business Corporations Act (Ontario).

2. The registered and principal business office of the Issuer is 295 Phillip Street, Waterloo, Ontario, N2L 3W8.

3. The Issuer is a reporting issuer in each of the provinces of Canada and its Common Shares are listed for trading on the Toronto Stock Exchange ("TSX") and the NASDAQ Global Select Market ("NASDAQ"). The Issuer is not in default of any requirement of the securities legislation in the jurisdictions in which it is a reporting issuer.

4. The authorized share capital of the Issuer consists of an unlimited number of Common Shares, of which 557,436,744 were issued and outstanding as of April 5, 2010.

5. Pursuant to a press release dated November 5, 2009, the Issuer has commenced a share repurchase program (the "Share Repurchase Program") pursuant to which it is authorized to purchase for cancellation through the facilities of the NASDAQ Common Shares having an aggregate purchase price of up to US$1.2 billion. The Share Repurchase Program was authorized to commence on November 9, 2009 and will remain in place for up to 12 months from that date or until the purchases are completed or the program is terminated by the Issuer. As at April 7, 2010, 14,800,000 Common Shares have been purchased under the Share Repurchase Program for an aggregate purchase price of approximately US$949.0 million.

6. The Issuer does not have a normal course issuer bid currently outstanding on the TSX.

7. The Issuer intends to enter into one or more agreements of purchase and sale (the "Agreements") with the Selling Shareholder, pursuant to which the Issuer will agree to purchase the Subject Shares from the Selling Shareholder in one or more private transactions for a purchase price (the "Purchase Price") that will be negotiated at arm's length between the Issuer and the Selling Shareholder. The Purchase Price will be at a discount to the prevailing market price on the NASDAQ and below the prevailing bid-ask price for the Common Shares on the NASDAQ.

8. At the time that each Agreement is entered into by the Issuer and the Selling Shareholder, the Issuer will be satisfied after reasonable inquiry that the Selling Shareholder is not the direct or indirect beneficial owner of more than 5% of the issued and outstanding Common Shares of the Issuer.

9. The corporate headquarters of the Selling Shareholder is located in Toronto, Ontario.

10. To the knowledge of the Issuer after reasonable inquiry, the Selling Shareholder owns the Subject Shares and the Subject Shares were not acquired in anticipation of resale pursuant to the Proposed Purchases.

11. The sale of any of the Subject Shares to the Issuer will not be a "distribution" (as defined in the Act).

12. The purchase of any of the Subject Shares by the Issuer pursuant to the Agreements will constitute an "issuer bid" for purposes of the Act to which the Issuer Bid Requirements would apply.

13. Except for the fact that the Purchase Price will be at a discount to the prevailing market price on the NASDAQ and below the bid-ask price for the Common Shares on the NASDAQ, the Issuer could otherwise acquire the Subject Shares constituting each Proposed Purchase on the NASDAQ within the allowable daily purchase volume of not more than 25% of the average daily trading volume reported for the Issuer's Common Shares in the four weeks preceding the day on which each such Proposed Purchase is to be made or as a block purchase in accordance with Rule 10b-18 under the U.S. Securities Exchange Act of 1934 and section 101.2(2) of the Act. The Proposed Purchases will not occur on a "published market" and accordingly the Issuer can not rely upon the exemption from the Issuer Bid Requirements that would otherwise be available pursuant to section 101.2(2) of the Act.

14. Because the Issuer does not have a normal course issuer bid currently outstanding on the TSX and because the Purchase Price will be at a discount to the prevailing market price on the TSX and below the bid-ask price for the Common Shares on the TSX at the time of the Proposed Purchases, the Proposed Purchases cannot be made through the TSX trading system and, therefore, will not occur "through the facilities" of the TSX. As a result, the Issuer will be unable to acquire the Subject Shares from the Selling Shareholder in reliance on the exemption from the Issuer Bid Requirements that is available pursuant to section 101.2(1) of the Act.

15. The Selling Shareholder is at arms' length to the Issuer and is not an "insider" of the Issuer, an "associate" of an "insider" of the Issuer, or an "associate" or "affiliate" of the Issuer, as such terms are defined in the Act. In addition, the Issuer will be satisfied after reasonable inquiry that the Selling Shareholder is an "accredited investor" within the meaning of National Instrument 45-106 Prospectus and Registration Exemptions.

16. The Selling Shareholder is a registered dealer under the Act and as a result, no exemption from the dealer registration requirements of the Act is required.

17. Management is of the view that through the Proposed Purchases, the Issuer will be able to purchase the Subject Shares at a lower price than the price at which the Issuer will otherwise be able to purchase the Common Shares under the Share Repurchase Program and management is of the view that this is an appropriate use of the Issuer's funds.

18. The purchase of the Subject Shares will not adversely affect the Issuer or the right of any of the Issuer's security holders. The Proposed Purchases will not affect control of the Issuer. The Proposed Purchases will be carried out with a minimum cost to the Issuer.

19. The market for the Shares is a "liquid market" within the meaning of section 1.2 of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions.

20. Other than the Purchase Price, no additional fee or other consideration will be paid in connection with the Proposed Purchases.

21. At the time that each Agreement is entered into by the Issuer and the Selling Shareholder and at the time of each Proposed Purchase, neither the Issuer, nor the Trading Products Group of the Selling Shareholder, nor personnel of the Selling Shareholder that have negotiated such Agreement or have made or participated in the making of or provided advice in connection with the decision to enter into such Agreement and sell the Subject Shares will be aware of any "material change" or "material fact" (each as defined in the Act) in respect of the Issuer that has not been generally disclosed.

AND UPON the Commission being satisfied to do so would not be prejudicial to the public interest;

IT IS ORDERED pursuant to section 104(2)(c) of the Act that the Issuer be exempt from the Issuer Bid Requirements in connection with the Proposed Purchase, provided that:

(a) the Proposed Purchases will reduce the aggregate number of Common Shares that may otherwise be purchased under the Issuer's Share Repurchase Program;

(b) the Proposed Purchase on a given day must not exceed the number of Common Shares equal to 25% of the average daily trading volume (as that term is defined in Rule 10b-18 under the U.S. Securities Exchange Act of 1934) reported for the Issuer's Common Shares in the four weeks preceding the day on which such Proposed Purchase is to be made unless such Proposed Purchase is a "block" (as that term is defined in Rule 10b-18 under the U.S. Securities Exchange Act of 1934) purchase;

(c) the Issuer may not make any further purchases under the Share Repurchase Program for the remainder of the calendar day in which it completes a Proposed Purchase;

(d) if a Proposed Purchase is a "block" (as that term is defined in Rule 10b-18 under the U.S. Securities Exchange Act of 1934) that exceeds the 25% threshold referred to in clause (b) above, the Issuer may not make any further "block" purchases that exceed the 25% threshold referred to in clause (b) above during the calendar week in which it completes such Proposed Purchase;

(e) the Purchase Price is not higher than the highest independent bid quotation or the last independent sale price, whichever is higher, quoted or reported in the consolidated system (as that term is defined in Rule 10b-18 under the U.S. Securities Exchange Act of 1934) at the time of each Proposed Purchase;

(f) the Proposed Purchases are excluded from the calculation of the four-week average daily trading volume of the Common Shares of the Issuer;

(g) immediately following its purchase of any of the Subject Shares from a Selling Shareholder, the Issuer will issue and file a news release disclosing the purchase of such Subject Shares; and

(h) at the time that each Agreement is entered into by the Issuer and the Selling Shareholder and at the time of each Proposed Purchase, neither the Issuer, nor the Trading Products Group of the Selling Shareholder, nor personnel of the Selling Shareholder that have negotiated such Agreement or have made or participated in the making of or provided advice in connection with the decision to enter into such Agreement and sell the Subject Shares will be aware of any "material change" or "material fact" (each as defined in the Act) in respect of the Issuer that has not been generally disclosed.

"James Turner"
Commissioner
Ontario Securities Commission
 
"Mary Condon"
Commissioner
Ontario Securities Commission