INFORMATION SERVICES CORPORATION I-9.001 REG 1 1 The Information Services Corporation Regulations being Chapter I-9.001 Reg 1 (effective May 30, 2013). NOTE: This consolidation is not official. Amendments have been incorporated for convenience of reference and the original statutes and regulations should be consulted for all purposes of interpretation and application of the law. In order to preserve the integrity of the original statutes and regulations, errors that may have appeared are reproduced in this consolidation.
2 I-9.001 REG 1 INFORMATION SERVICES CORPORATION Table of Contents 1 Title 2 Interpretation 3 Exception to association rules 4 Exceptions to specified limit 5 Records of market participants 6 Request for information from shareholders 7 Notice re decision to appoint directors 8 Coming into force
INFORMATION SERVICES CORPORATION I-9.001 REG 1 3 CHAPTER I-9.001 REG 1 The Information Services Corporation Act Title 1 These regulations may be cited as The Information Services Corporation Regulations. Interpretation 2 In these regulations, Act means The Information Services Corporation Act. 7 Jne 2013 ci-9.001 Reg 1 s2. Exception to association rules 3(1) In this section, statutory declaration means a statutory declaration submitted to ISC by a person who is associated with another person within the meaning of subsection 4(1) of the Act: (a) stating that none of the voting shares held by the person are or will be, to the person s knowledge, held by the person in right of, or for the use or benefit of, the other person with whom the person is associated; or (b) specifying the number of voting shares of which the person is the shareholder that are not held, and that will not, to the person s knowledge, be held, by the person in right of, or for the use or benefit of, the other person with whom the person is associated. (2) For the purposes of section 4 of the Act, if a person files a statutory declaration with ISC, the person and the other person are not considered to be associated in relation to the voting shares specified in the statutory declaration as long as the voting shares held by the person who made the statutory declaration are not held contrary to the statements made in the statutory declaration. 7 Jne 2013 ci-9.001 Reg 1 s3. Exceptions to specified limit 4(1) Subject to subsection (2), for the purposes of clause 15(3)(a) of the Act, the following are the persons or groups of associated persons to whom the specified limit does not apply: (a) persons or groups of associated persons who acquire the voting shares: (i) in connection with a merger, amalgamation or reorganization of ISC or any subsidiary of ISC; (ii) in the course of an acquisition made by ISC or any subsidiary of ISC; or (iii) as part of a financing arrangement in connection with an acquisition by ISC or any subsidiary of ISC;
4 I-9.001 REG 1 INFORMATION SERVICES CORPORATION (b) persons or groups of associated persons whose contravention of subsection 15(1) of the Act is, in the opinion of ISC, inadvertent or of a technical nature; (c) a person who submits to ISC a statutory declaration: (i) stating that, with respect to voting shares that the person holds, those voting shares are held in right of, or for the use or benefit of, another person with whom the person is not associated; and (ii) showing the name and address of that other person and the number of voting shares so held. (2) The specified limit does not apply to the persons or groups of associated persons mentioned in subsection (1) only for the period set by the board. 7 Jne 2013 ci-9.001 Reg 1 s4. Records of market participants 5(1) In this section: (a) Canadian Depository for Securities Limited includes any successor to its depository business; (b) market participant means, with respect to a voting share, a person that, in connection with its business, holds the voting share on behalf of another person and includes: (i) the Canadian Depository for Securities Limited; and (ii) any person for whom the Canadian Depository for Securities Limited maintains an account in which entries may be made to effect a transfer or pledge of a security; but does not include a beneficial holder of the voting share. (2) If the securities register of ISC identifies a market participant as a shareholder, ISC may rely on the records of the market participant for the purposes of determining any matter pursuant to Part III of the Act. 7 Jne 2013 ci-9.001 Reg 1 s5. Request for information from shareholders 6(1) For the purposes of section 22 of the Act, a shareholder shall, on the written request of ISC given in accordance with subsection (2) and the bylaws, submit a statutory declaration to ISC with respect to: (a) the shareholder s beneficial ownership of any voting shares; (b) to the extent known by the shareholder, the identity of the beneficial owner of all or any of the voting shares of which the shareholder is the holder, including: (i) contact information for the beneficial owner; and (ii) the number and class of voting shares held on behalf of the beneficial owner;
INFORMATION SERVICES CORPORATION I-9.001 REG 1 5 (c) to the extent known by the shareholder, whether the shareholder is associated with any other person; and (d) any other matter that ISC considers relevant for the purposes of determining: (i) whether the voting shares held by the shareholder or by the beneficial owner or by persons associated with the shareholder or beneficial owner are held in contravention of subsection 15(1) of the Act; (ii) whether dividends have been paid in contravention of subsection 16(1) or (2) of the Act; or (iii) whether voting rights have been exercised in contravention of subsection 17(1) or (2) of the Act. (2) A request pursuant to subsection (1) is to prescribe the period following the giving of the request, being not less than 60 days, within which the request is to be complied with. (3) Subject to subsection (6), sections 16 and 17 of the Act apply to voting shares as though they were voting shares held in contravention of subsection 15(1) of the Act until a statutory declaration satisfactory to ISC has been submitted to it if: (a) ISC has requested a statutory declaration from a shareholder; and (b) the shareholder fails or neglects to submit to ISC a statutory declaration satisfactory to ISC within the period specified in the written request. (4) If ISC has requested a statutory declaration pursuant to subsection (1) from a person, ISC shall not register any transfer of a voting share to the person, or allow any transfer of voting shares to the person to be made or recorded in the securities register of ISC, unless: (a) the statutory declaration has been submitted to ISC; and (b) it appears to ISC from the statutory declaration that the purchaser or transferee would not, by the acceptance of the offer to purchase the voting shares being purchased or the entry in the securities register of the voting shares being transferred, hold those shares in contravention of subsection 15(1). (5) If, in the case of the issue or transfer of any voting shares, it appears that the number of voting shares that would be held by the purchaser or the transferee, as shown by the securities register of ISC, would not be more than the specified limit if the offer to purchase were accepted or the transfer allowed, ISC is entitled to assume that the purchaser or transferee is not and will not be associated with any other person. (6) ISC may authorize the payment of a dividend to a shareholder that was withheld pursuant to section 16 of the Act with respect to any of that shareholder s voting shares if subsequently: (a) the shareholder provides information to ISC confirming, to the satisfaction of ISC, that the shareholder s voting shares did not exceed the specified limit at the time the dividend was declared or issued;
6 I-9.001 REG 1 INFORMATION SERVICES CORPORATION (b) ISC determines to its satisfaction that the contravention of subsection 15(1) of the Act was inadvertent or of a technical nature; or (c) ISC determines to its satisfaction that it would be inequitable not to pay the dividend to the shareholder. 7 Jne 2013 ci-9.001 Reg 1 s6. Notice re decision to appoint directors 7 For the purposes of subsection 21(6) of the Act: (a) ISC shall give notice to Crown Investments Corporation of Saskatchewan of the number calculated pursuant to subsection 21(1) of the Act not less than 60 days before the annual general meeting of shareholders; and (b) the Crown Investments Corporation of Saskatchewan shall give notice to ISC of the directors appointed pursuant to subsection 21(1) of the Act not less than 45 days before the annual general meeting of shareholders. 7 Jne 2013 ci-9.001 Reg 1 s7. Coming into force 8(1) Subject to subsection (2), these regulations come into force on the day on which section 5 of The Information Services Corporation Act comes into force. (2) If these regulations are filed with the Registrar of Regulations after the day on which section 5 of The Information Services Corporation Act comes into force, these regulations come into force on the day on which they are filed with the Registrar of Regulations. 7 Jne 2013 ci-9.001 Reg 1 s8. REGINA, SASKATCHEWAN Printed by the authority of THE QUEEN S PRINTER Copyright 2013