Most companies like to brag about insider buying but Churchill has filed with the ASC to NOT reveal buying by employees as part of the employee share purchase plan.
My take is that they are trying to keep the share price low while employees and insiders position themselves and the company buys and cancels outstanding shares.
They could be trying to take the company private, but according to the annual report, they intend to get the share price up THIS YEAR.
My take is that they are moving stock from weak hands to strong ones, while reducing the public float so the EPS will be higher.
I notice that there appears to be unlimited buying at $1.60 and unlimited selling at $1.80. Someone is trying to box the price in this range.
When they do let it run, it could push through $10 and beyond IMO.
ALBERTA SECURITIES COMMISSION ("ALSC-V") CHURCHILL CORPORATION ("CUQ-T") - ASC Re Churchill Corporation
Headnote
Mutual Reliance Review System for Exemptive Relief Applications - relief from insider trading reporting requirements regarding securities purchased under an automatic securities purchase plan subject to alternate reporting in accordance with proposed N1 55-101 Applicable Alberta Statutory Provision Securities Act, S.A. 1981, c. S-6.1, as amended, ss. 184(2). IN THE MATTER OF THE SECURITIES LEGISLATION OF THE PROVINCES OF BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN, MANITOBA AND ONTARIO AND IN THE MATTER OF THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS AND IN THE MATTER OF The Churchill Corporation MRRS DECISION DOCUMENT WHEREAS the local securities regulatory authority or regulator (the Decision Maker) in each of British Columbia, Alberta, Saskatchewan, Manitoba and Ontario (the "Jurisdictions") has received an application from The Churchill Corporation (the "Filer") for a decision under the securities legislation of the Jurisdictions (the "Legislation") that the requirements contained in the Legislation to file insider trading reports shall not apply to insiders of the Filer who purchase shares of the Corporation pursuant to the Corporations Employee Share Purchase Plan; AND WHEREAS under the Mutual Reliance Review System for Exemptive Relief Applications (the System), the Alberta Securities Commission (ASC) is the principal regulator for this application; AND WHEREAS the Filer has represented to the Decision Makers that: 1.
The Corporation was formed in Alberta pursuant to a Certificate of Amalgamation dated December 31, 1987; 2.
The Corporation has an authorized capital consisting of 110,000,000 Class A common shares (Common Shares), 10,000,000 First Preferred Shares and 10,000,000 Second Preferred Shares (collectively, the Preferred Shares) of which as at March 29, 2000 there were 11,080,274 Common Shares and no Preferred Shares outstanding; 3.
The Common Shares of the Corporation are listed for trading on The Toronto Stock Exchange under the symbol CUQ; 4.
The Corporation has advised that it is not in default of any securities legislation in the Province of Alberta or any other Jurisdiction; 5.
The Corporations head office is located at 12836 - 146th Street, Edmonton, Alberta, T5L 2H7; 6.
The Corporation maintains an Employee Share Purchase Plan (the Plan) whereby employees of the Corporation and its subsidiaries are eligible to make contribution to the Plan, which were, and are, matched by the Corporation up to a maximum of 3% of an employees base salary; 7.
All contributions are invested in Common Shares which are purchased on the open market by the Plan Administrator through the facilities of The Toronto Stock Exchange and are vested continuously after the first 3 months following the initial enrollment in the Plan; 8.
The Plan is an automatic securities purchase plan as defined in the proposed National Instrument 55-101 of the Canadian Securities Administrators (NI 55-101") AND WHEREAS under the System, this MRRS Decision Document evidences the decision of each Decision Maker (collectively, the Decision); AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the Decision has been met; IT IS HEREBY ORDERED THAT the Decision of the Decision Makers under the Legislation is that the requirement contained in the Legislation to file insider trading reports shall not apply with respect to the acquisition by an insider of the Filer of securities of the Filer through the Plan, provided that: (a)
The insider reports, in the form prescribed for insider trading reports under the Legislation, all acquisitions of securities under the Plan that have not previously been reported by or on behalf of the insider:
(i)
for any securities acquired under the Plan during a calendar year which have been disposed of or transferred, within the time required by the Legislation for reporting the disposition or transfer; and
(ii)
for any securities acquired under the Plan during a calendar year which have not been disposed of or transferred, within 90 days after the end of the calendar; (b)
The Decision shall not apply to the acquisition of securities under the Plan where the securities are acquired with the proceeds of a lump sum payment; (c)
The Decision shall not apply to the acquisition of securities under the Plan by an insider that beneficially owns, directly or indirectly, voting securities of the Filer, or exercises control or direction over voting securities of the Filer, or a combination of both, that carry more than 10% of the voting rights attaching to all outstanding voting securities of the Filer; (d)
The Decision shall expire in each Jurisdiction upon the date that NI 55-101 comes into effect in that Jurisdiction; DATED at Calgary, Alberta on May 29, 2000. original signed by Patricia Johnston Director, Legal Services & Policy Development AND WHEREAS the ASC is satisfied that it would not be prejudicial to the public interest to make the Decision; IT IS HEREBY ORDERED THAT ASC Order #98/06/271, dated June 11, 1998, is hereby revoked. DATED at Calgary, Alberta on May 29th, 2000. original signed by Patricia Johnston Director, Legal Services & Policy Development TEL: (403) 427-5201
Alberta Securities Commission
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