Multilateral Instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Confidentiality -- Application by an issuer for a decision that the requirement for public inspection of records not apply to certain versions of the applicant's consolidated interim financial statements and the applicant's management's discussion and analysis for the same periods that were filed on the System for Electronic Document Analysis and Retrieval (SEDAR) be held in confidence for an indefinite period, to the extent permitted by law and that the application for this decision be kept confidential and not be made public. Interim financial statements, and management's discussion and analysis contained personal information not material or necessary to understand interim financial statements or management's discussion and analysis -- Issuer subsequently filed and made public on SEDAR correct, final versions of interim financial statements and management's discussion and analysis -- Relief granted.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., ss. 140(1), 140(2).
March 22, 2016
IN THE MATTER OF THE SECURITIES LEGISLATION OF BRITISH COLUMBIA AND ONTARIO (THE JURISDICTIONS) AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF ETRION CORPORATION (THE FILER)
1 The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Makers) have received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) that the requirement for public inspection of records not apply to the versions of the Filer's condensed consolidated interim financial statements for the three and six month periods ended June 30, 2015 (the Interim Statements) and the Filer's Management's Discussion and Analysis (MD&A) for the same periods that were filed on the System for Electronic Document Analysis and Retrieval (SEDAR) on August 11, 2015 (the Initial Filings) and the amended and restated version of the Interim Statements as filed on SEDAR on August 12, 2015 (the Amended Filing and together with the Initial Filings, the Filings) and that the Filings be held in confidence for an indefinite period, to the extent permitted by law (the Exemption Sought).
Furthermore, the Decision Makers have received a request from the Filer for a decision that the application for this decision be kept confidential and not be made public (the Confidentiality Relief).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):
(a) the British Columbia Securities Commission is the principal regulator for this application;
(b) the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in Alberta; and
(c) the decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
2 Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.
3 This decision is based on the following facts represented by the Filer:
1. the Filer is a corporation continued under the Business Corporations Act (British Columbia) on September 10, 2009;
2. the Filer's head office is located in Geneva, Switzerland and its registered office is located in Vancouver, British Columbia;
3. the common shares of the Filer are listed on the Toronto Stock Exchange in Canada and on the NASDAQ OMX Stockholm exchange in Sweden and the Filer has corporate bonds listed on the Oslo stock exchange in Norway;
4. the Filer is a reporting issuer in British Columbia, Ontario and Alberta;
5. on August 11, 2015, the Filer filed the Initial Filings on SEDAR in accordance with sections 4.3 and 5.1 of National Instrument 51-102 Continuous Disclosure Obligations; certain personal information (the Identifying Information) was disclosed in the Initial Filings;
6. on August 12, 2015, the Filer filed the Amended Filing on SEDAR to correct certain non-material errors in the Interim Statements; the Amended Filing continued to disclose the Identifying Information;
7. on November 16, 2015, the Filer filed on SEDAR further amended financial statements and an amended MD&A for the period ended June 30, 2015 that removed the Identifying Information, but otherwise left the previous disclosure intact;
8. the individual who is the subject of the Identifying Information asserts that: (i) the Identifying Information disclosed in the Filings is intimate personal information; (ii) disclosure of the Identifying Information is an unreasonable invasion of individual privacy; and (iii) the affected individual would be unduly prejudiced by disclosure of the Identifying Information;
9. the change in the disclosure to remove the Identifying Information is not material, and the making and keeping private of the Identifying Information will not adversely affect investors or impact the decision by an investor for the purposes of making any investment decision with respect to the Filer;
10. the Filer is not in default of any securities legislation in the Jurisdictions or Alberta; and
11. the Filer acknowledges that making the Filings containing the Identifying Information private on the SEDAR website does not guarantee that the Filings are not available elsewhere in the public domain.
4 Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.
The decision of the Decision Makers under the Legislation is that the Exemption Sought is granted.
Furthermore, the decision of the Decision Makers is that the Confidentiality Relief is granted.