Here is that article about insiders moving their shares to a holding company for tax purposes...
OSC RE CGI GROUP INC. ORDER
07/23/1998 13:03:00 / CGI GROUP INC
ONTARIO SECURITIES COMMISSION ("OSC-T")
CGI GROUP INC ("GIB.A-TM")
- OSC RE CGI GROUP INC. ORDER
IN THE MATTER OF THE SECURITIES ACT,
R.S.O. 1990, CHAPTER S.5, AS AMENDED (THE "ACT")
AND
IN THE MATTER OF
THE CGI GROUP INC.
ORDER
(SECTION 144)
UPON THE APPLICATION (THE "SECTION 144 APPLICATION") OF THE CGI
GROUP INC. ("CGI") TO THE ONTARIO SECURITIES COMMISSION (THE
"COMMISSION")
FOR AN ORDER, PURSUANT TO SECTION 144 OF THE ACT, VARYING
THE ORDER (THE
"ORDER") OF THE COMMISSION DATED MAY 5, 1988, IN THE MATTER OF
CGI GROUP
INC., MADE UNDER CLAUSE 104(2)(C) OF THE ACT (THE "ORDER") AND
PURSUANT TO
WHICH THE COMMISSION ORDERED THAT THE GRANT BY
BCE INC. ("BCE") TO MAJORITY SHAREHOLDERS (DEFINED IN THE
ORDER) OF CGI OF
CERTAIN PUT OPTIONS TO ACQUIRE CLASS B SHARES ("CLASS B
SHARES") OF CGI BE
EXEMPT FROM SECTIONS 95 TO 103 OF THE ACT:
AND UPON CONSIDERING THE SECTION 144 APPLICATION AND THE
RECOMMENDATION OF STAFF OF THE COMMISSION,
AND UPON CGI HAVING REPRESENTED TO THE COMMISSION THAT:
1. PARAGRAPH 8 OF THE ORDER WHICH DEFINES "MAJORITY
SHAREHOLDERS"
AS BEING, COLLECTIVELY, MESSRS. SERGE GODIN, ANDRE IMBEAU
AND JEAN
BRASSARD, STATES: CGI'S THREE LARGEST SHAREHOLDERS, MESSRS.
SERGE GODIN,
ANDRE IMBEAU AND JEAN BRASSARD (COLLECTIVELY, THE
"MAJORITY SHAREHOLDERS") PRESENTLY HOLD IN THE AGGREGATE
8,678,602 CLASS B
SHARES, REPRESENTING APPROXIMATELY 56.3 PER CENT OF THE
VOTES ATTACHED TO
ALL ISSUED AND OUTSTANDING SHARES OF CGI, WITH MR. GODIN
PERSONALLY
OWNING OR EXERCISING CONTROL OVER 6,875,710 CLASS B SHARES,
REPRESENTING
APPROXIMATELY 44.6 PERCENT OF THE VOTES ATTACHED TO ALL
ISSUED AND
OUTSTANDING SHARES OF CGI.
2. EACH OF THE MAJORITY SHAREHOLDERS HAS DECIDED, FOR TAX
AND ESTATE PLANNING PURPOSES, TO TRANSFER ALL OR
SUBSTANTIALLY ALL OF HIS
CGI SHARES TO, IN EACH CASE, A NEWLY-INCORPORATED COMPANY
(A "HOLDCO"), ON
A TAX-DEFERRED "ROLLOVER" BASIS, IN EXCHANGE FOR SHARES OF
HOLDCO, SUCH THAT EACH HOLDCO WILL, INITIALLY, BE
WHOLLY-OWNED BY THE
CORRESPONDING MAJORITY SHAREHOLDER, AND ALL OR
SUBSTANTIALLY ALL OF THE
SHARES OF CGI PRESENTLY HELD BY SUCH MAJORITY SHAREHOLDER
WILL BE HELD BY
THE HOLDCO. TWO OF THE MAJORITY SHAREHOLDERS WILL LIKELY
CONTINUE TO HOLD SOME CGI SHARES DIRECTLY, IN PARTICULAR
THOSE HELD IN AN
RRSP.
3. IT IS CONTEMPLATED THAT, SUBSEQUENTLY, EACH HOLDCO WILL
EFFECT SOME FORM OF "ESTATE FREEZE" PURSUANT TO WHICH EACH
HOLDCO WILL
ISSUE SHARES TO A FAMILY TRUST, THE BENEFICIARIES OF WHICH
WILL BE
IMMEDIATE FAMILY MEMBERS OF THE CORRESPONDING MAJORITY
SHAREHOLDER
AND THE MAJORITY SHAREHOLDER HIMSELF THROUGH A
WHOLLY-OWNED CORPORATION.
4. IN LIGHT OF THE FACTS SET FORTH IN PARAGRAPHS ? AND ?
ABOVE, FOR PURPOSES OF ALL PARAGRAPHS OF THE ORDER (OTHER
THAN PARAGRAPHS 9
AND 11) THE TERM "MAJORITY SHAREHOLDERS" SHOULD BE
RE-DEFINED AS BEING TWO
OF MESSRS. SERGE GODIN, ANDRE IMBEAU AND JEAN
BRASSARD, AS WELL AS THE THREE HOLDCOS; CONSEQUENTLY,
PARAGRAPH 8 OF THE
ORDER SHOULD BE AMENDED BY DELETING THE WORDS
"(COLLECTIVELY, THE "MAJORITY
SHAREHOLDERS")" IN THE SECOND LINE THEREOF AND ADDING
THE FOLLOWING TEXT AT THE END OF PARAGRAPH 8:
IT IS CONTEMPLATED THAT EACH SUCH SHAREHOLDER WILL
TRANSFER ALL OR
SUBSTANTIALLY ALL OF HIS CGI SHARES TO A
NEWLY-INCORPORATED HOLDING COMPANY
IN EXCHANGE FOR SHARES OF SUCH HOLDING COMPANY, AND THAT
TWO OF SUCH
SHAREHOLDERS WILL CONTINUE TO HOLD SOME CGI SHARES
DIRECTLY. IT IS ALSO
CONTEMPLATED THAT EACH SUCH HOLDING COMPANY WILL ISSUE
SHARES TO A FAMILY
TRUST, THE BENEFICIARIES OF WHICH WILL BE FAMILY MEMBERS OF
THE
SHAREHOLDER AS WELL AS THE SHAREHOLDER HIMSELF THROUGH A
WHOLLY-OWNED
CORPORATION. (EACH SUCH HOLDING COMPANY AND THE TWO
SHAREHOLDERS WHO WILL
CONTINUE TO HOLD CGI SHARES DIRECTLY BEING HEREAFTER
REFERRED TO
COLLECTIVELY AS THE "MAJORITY SHAREHOLDERS").
5. IN LIGHT OF THE AMENDED DEFINITION OF "MAJORITY
SHAREHOLDERS" IN PARAGRAPH ? ABOVE, PARAGRAPHS 9 AND 11 OF
THE ORDER SHOULD
BE AMENDED BY DELETING THE WORDS "MAJORITY SHAREHOLDERS"
IN THE SECOND LINE
THEREOF AND REPLACING THEM WITH THE WORDS "MESSRS.
SERGE GODIN, ANDRE IMBEAU AND JEAN BRASSARD".
AND UPON THE COMMISSION BEING SATISFIED THAT TO DO SO
WOULD NOT BE
PREJUDICIAL TO THE PUBLIC INTEREST;
IT IS ORDERED, PURSUANT TO SECTION 144 OF THE ACT, THAT THE
ORDER BE
VARIED BY AMENDING PARAGRAPHS 8, 9 AND 11 OF THE ORDER AS
DESCRIBED IN
PARAGRAPHS ? AND ? HEREOF.
JUNE 30TH, 1998.
"MORLEY P. CARSCALLEN" "G. P. H. VERNON"
TEL: (416) 593-8313 ONTARIO SECURITIES COMMISSION
REF: CGI GROUP INC. |
