Securities Law & Instruments

Headnote

Subsection 104(2)(c) of the Act -- 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, up to 6,350,735 of its subordinate voting shares from three of its shareholders -- due to the discounted purchase price, proposed purchases cannot be made through the TSX trading system -- but for the fact that the proposed purchases cannot be made through the TSX trading system, the Issuer could otherwise acquire the subject shares in reliance upon the issuer bid exemption available under section 101.2 of the Act and in accordance with the TSX rules governing normal course issuer bid purchases -- the selling shareholders did not purchase the subject shares in anticipation or contemplation of resale to the Issuer and have not, for a minimum of 30 days prior to the date of the applications seeking the relief, purchased subordinate voting shares of the Issuer in anticipation or contemplation of a sale of subordinate voting shares to the Issuer -- no adverse economic impact on, or prejudice to, the Issuer or public shareholders -- proposed purchases exempt from the issuer bid requirements in sections 94 to 94.8 and 97 to 98.7 of the Act, subject to conditions, including that the Issuer not purchase, in the aggregate, more than one-third of the maximum number of shares permitted to be purchased under its normal course issuer bid by way of off-exchange block purchases, and that the Issuer will not make any proposed purchase unless it has first obtained written confirmation that between the date of the order and the date on which the proposed purchase is completed, the selling shareholder has not purchased, had purchased on its behalf, or otherwise accumulated, any subordinate voting shares of the Issuer to re-establish its holdings of subordinate voting shares which will have been reduced as a result of the sale of the subject shares pursuant to the proposed purchases between the date of the order and the date on which such proposed purchase is to be completed.

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).

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, c. S.5, AS AMENDED (the "Act") AND IN THE MATTER OF CGI GROUP INC.

ORDER (Clause 104(2)(c))

UPON the application (the "Application") of CGI Group Inc. (the "Issuer") to the Ontario Securities Commission (the "Commission") for an order pursuant to clause 104(2)(c) of the Act exempting the Issuer from the requirements of sections 94 to 94.8, inclusive, and sections 97 to 98.7, inclusive, of the Act (the "Issuer Bid Requirements") in connection with the proposed purchases by the Issuer of up to 1,000,000 class A subordinate voting shares of the Issuer (collectively, the "Subject Shares") in one or more trades from The Bank of Nova Scotia (the "Selling Shareholder").

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

AND UPON the Issuer (and the Selling Shareholder in respect of paragraphs 8, 9, 10, 11, 12, 13, 14, 15, 17, 23, 27 and 28, as they relate to the Selling Shareholder) having represented to the Commission that:

1. The Issuer was incorporated on September 29, 1981 under Part IA of the Companies Act (Québec), predecessor to the Business Corporations Act (Québec) which now governs the Issuer. The Issuer continued the activities of Conseillers en Gestion et Informatique CGI Inc., which was originally founded in 1976.

2. The head, executive and registered office of the Issuer is situated at 1350 René-Lévesque Blvd. West, 15th Floor, Montreal, Québec, H3G 1T4.

3. The Issuer is a reporting issuer in each of the provinces of Canada. It is also registered as a foreign private issuer with the United States Securities and Exchange Commission. 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 Issuer's authorized share capital consists of an unlimited number of class A subordinate voting shares (the "Subordinate Voting Shares"), an unlimited number of class B shares (multiple voting) (the "Multiple Voting Shares"), an unlimited number of first preferred shares, issuable in series, and an unlimited number of second preferred shares, issuable in series, all without par value, of which 281,750,497 Subordinate Voting Shares and 33,272,767 Multiple Voting Shares were issued and outstanding as of May 6, 2015.

5. The Subordinate Voting Shares are listed for trading on the Toronto Stock Exchange (the "TSX") and the New York Stock Exchange (the "NYSE").

6. To the best of the Issuer's knowledge, as of May 6, 2015, the "public float" in respect of the Subordinate Voting Shares for the purposes of the TSX NCIB Rules (as defined below) consisted of a total of 220,264,331 Subordinate Voting Shares, representing approximately 78.2% of all issued and outstanding Subordinate Voting Shares.

7. The Subordinate Voting Shares are "highly-liquid securities" within the meaning of section 1.1 of OSC Rule 48-501 Trading during Distributions, Formal Bids and Share Exchange Transactions and section 1.1 of the Universal Market Integrity Rules.

8. The Selling Shareholder is a chartered bank governed by the Bank Act (Canada).

9. The corporate headquarters of the Selling Shareholder are located in the Province of Ontario.

10. The Selling Shareholder does not directly or indirectly own more than 5% of the issued and outstanding Subordinate Voting Shares.

11. The Selling Shareholder is the beneficial owner of at least 1,000,000 Subordinate Voting Shares. None of the Subject Shares were acquired by, or on behalf of, the Selling Shareholder in anticipation or contemplation of resale to the Issuer.

12. No Subordinate Voting Shares were acquired by, or on behalf of, the Selling Shareholder on or after April 8, 2015, being the date that was 30 days prior to the date of the Application, in anticipation or contemplation of a sale of Subordinate Voting Shares to the Issuer.

13. The Subject Shares are held by the Selling Shareholder in connection with arrangements to hedge client transactions in respect of the Subordinate Voting Shares. The Selling Shareholder will not purchase, have purchased on its behalf, or otherwise accumulate, any Subordinate Voting Shares to re-establish its holdings of Subordinate Voting Shares which will have been reduced as a result of the sale of the Subordinate Voting Shares pursuant to the Proposed Purchases (as defined below) between the date of this order and the date on which a Proposed Purchase is to be completed.

14. The Selling Shareholder is at arm's length to the Issuer and is not an "insider" of the Issuer or an "associate" of an "insider" of the Issuer, or an "associate" or "affiliate" of the Issuer, as such terms are defined in the Act.

15. The Selling Shareholder is an "accredited investor" within the meaning of National Instrument 45-106 Prospectus and Registration Exemptions.

16. Pursuant to a "Notice of Intention to Make a Normal Course Issuer Bid" (the "Notice") accepted by the TSX effective February 9, 2015, the Issuer was permitted to make a normal course issuer bid (the "Normal Course Issuer Bid") to purchase up to 19,052,207 Subordinate Voting Shares, representing approximately 10% of the Issuer's public float of Subordinate Voting Shares. In accordance with the Notice, the Normal Course Issuer Bid is conducted through the facilities of the TSX in accordance with sections 628 to 629.3 of Part VI of the TSX Company Manual (the "TSX NCIB Rules") and the Issuer may also purchase Subordinate Voting Shares on the open market through the facilities of the NYSE and alternative trading systems, as well as outside the facilities of the TSX by private agreements under issuer bid exemption orders issued by a securities regulatory authority (each, an "Off-Exchange Block Purchase").

17. The Issuer and the Selling Shareholder intend to enter into one or more agreements of purchase and sale (each, a "Purchase Agreement") pursuant to which the Issuer will agree to acquire some or all of the Subject Shares from the Selling Shareholder by one or more purchases each occurring on or before February 10, 2016 (each such purchase, a "Proposed Purchase") for a purchase price (each, a "Purchase Price" in respect of such Proposed Purchase) that will be negotiated at arm's length between the Issuer and the Selling Shareholder. The Purchase Price, in each case, will be at a discount to the prevailing market price of the Subordinate Voting Shares on the TSX and below the bid-ask price for the Subordinate Voting Shares on the TSX at the time of the applicable Proposed Purchase.

18. The Subject Shares acquired under each Proposed Purchase will constitute a "block" as that term is defined in section 628 of the TSX NCIB Rules.

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

20. Because the Purchase Price, in each case, will be at a discount to the prevailing market price and below the bid-ask price for the Subordinate Voting Shares on the TSX at the time of the applicable Proposed Purchase, 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 upon the exemption from the Issuer Bid Requirements that is available pursuant to subsection 101.2(1) of the Act.

21. But for the fact that the Purchase Price will be at a discount to the prevailing market price and below the bid-ask price for the Subordinate Voting Shares on the TSX at the time of the applicable Proposed Purchase, the Issuer could otherwise acquire the Subject Shares through the facilities of the TSX as a "block purchase" (a "TSX Block Purchase") in accordance with the block purchase exception in paragraph 629(l)7 of the TSX NCIB Rules and the exemption from the Issuer Bid Requirements that is available pursuant to subsection 101.2(1) of the Act.

22. The Notice contemplates that purchases under the Normal Course Issuer Bid may be made by private agreements made under an issuer bid exemption order issued by a securities regulatory authority.

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

24. For each Proposed Purchase, the Issuer will be able to acquire the Subject Shares from the Selling Shareholder without the Issuer being subject to the dealer registration requirements of the Act.

25. Management of the Issuer is of the view that (a) the Issuer will be able to purchase the Subject Shares at a lower price than the price at which it would be able to purchase the Subordinate Voting Shares under the Normal Course Issuer Bid through the facilities of the TSX, and (b) that the Proposed Purchases are a proper use of the Issuer's funds.

26. The purchase of the Subject Shares will not adversely affect the Issuer or the rights of any of the Issuer's security holders and it will not materially affect the control of the Issuer. To the knowledge of the Issuer, the Proposed Purchases will not prejudice the ability of other security holders of the Issuer to otherwise sell Subordinate Voting Shares in the open market at the then prevailing market price. The Proposed Purchases will be carried out with a minimum of cost to the Issuer.

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

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

29. The Issuer will not make any Proposed Purchase unless it has first obtained confirmation in writing that the Selling Shareholder has not purchased, had purchased on its behalf, or otherwise accumulated any Subordinate Voting Shares to re-establish its holdings of Subordinate Voting Shares which will have been reduced as a result of the sale of the Subject Shares pursuant to the Proposed Purchases between the date of this order and the date on which such Proposed Purchase is to be completed.

30. Similar orders have been applied for by the Issuer with the Commission in connection with the proposed acquisition by the Issuer of up to 540,000 Subordinate Voting Shares from Bank of Montreal, up to 2,100,000 Subordinate Voting Shares from BMO Nesbitt Burns Inc. and up to 2,300,000 Subordinate Voting Shares from The Toronto-Dominion Bank (collectively, the "Other Proposed Purchases").

31. The Issuer will not purchase, pursuant to Off-Exchange Block Purchases, in the aggregate more than one-third of the maximum number of Subordinate Voting Shares that the Issuer may purchase under the Normal Course Issuer Bid, such one-third being equal to 6,350,735 Subordinate Voting Shares as of the date of the Application, taking into account, for greater certainty, the Subject Shares and the Other Proposed Purchases.

32. Assuming completion of the Proposed Purchases and the Other Proposed Purchases, the Issuer will have purchased under the Normal Course Issuer Bid an aggregate of 5,940,000 Subordinate Voting Shares pursuant to Off-Exchange Block Purchases, representing approximately 31.2% of the 19,052,207 Subordinate Voting Shares authorized to be purchased under the Normal Course Issuer Bid.

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

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

(a) the Proposed Purchases will be taken into account by the Issuer when calculating the maximum annual aggregate limit that is imposed upon the Issuer's Normal Course Issuer Bid in accordance with the TSX NCIB Rules;

(b) the Issuer will refrain from conducting a TSX Block Purchase in accordance with the TSX NCIB Rules or another Off-Exchange Block Purchase during the calendar week that it completes any Proposed Purchase and will not make any further purchases under the Normal Course Issuer Bid for the remainder of the calendar day on which it completes each Proposed Purchase;

(c) the Purchase Price in respect of each Proposed Purchase will be at a discount to the last "independent trade" (as that term is used in paragraph 629(1)1 of the TSX NCIB Rules) of a board lot of Subordinate Voting Shares immediately prior to the execution of such Proposed Purchase;

(d) the Issuer will otherwise acquire any additional Subordinate Voting Shares pursuant to its Normal Course Issuer Bid in accordance with the Notice and the TSX NCIB Rules, as applicable, subject to condition (i) below;

(e) immediately following each Proposed Purchase of Subject Shares from the Selling Shareholder, the Issuer will report the purchase of such Subject Shares to the TSX;

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

(g) in advance of the first Proposed Purchase, the Issuer will issue a press release disclosing (i) its intention to make the Proposed Purchases and (ii) that information regarding each Proposed Purchase, including the number of Subordinate Voting Shares purchased and the aggregate Purchase Price, will be available on the System for Electronic Document Analysis and Retrieval ("SEDAR") following the completion of each such Proposed Purchase;

(h) the Issuer will report information regarding each Proposed Purchase, including the number of Subordinate Voting Shares purchased and the aggregate Purchase Price, on SEDAR before 5:00 p.m. (Eastern time) on the business day following such Proposed Purchase;

(i) the Issuer does not purchase pursuant to Off-Exchange Block Purchases in the aggregate, more than one-third of the maximum number of Subordinate Voting Shares that the Issuer may purchase under the Normal Course Issuer Bid, such one-third being equal to, as of the date of this Order 6,350,735 Subordinate Voting Shares; and

(j) the Issuer will not make any Proposed Purchase unless it has first obtained confirmation in writing that the Selling Shareholder has not purchased, had purchased on its behalf or otherwise accumulated any Subordinate Voting Shares to re-establish its holdings of Subordinate Voting Shares which will have been reduced as a result of the sale of the Subject Shares pursuant to the Proposed Purchases between the date of this Order and the date on which such Proposed Purchase is to be completed.

DATED at Toronto this 22nd day of May, 2015.

"Anne Marie Ryan"
Commissioner
Ontario Securities Commission
 
"Sarah B. Kavanagh"
Commissioner
Ontario Securities Commission