Disclosure of Material Developments
22. (1) Subject to subsection (2), if a material development occurs in the affairs of a specified employee ownership corporation, the corporation shall, (a) immediately issue and file with the Commission a press release authorized and certified by a senior officer of the corporation disclosing the nature and substance of the development; and (b) file with the Commission as soon as practicable and in any event within ten days after the material development occurs, a report of the material development in Form 2. O. Reg. 591/92, s. 22 (1). (2) A specified employee ownership corporation may, instead of complying with clause (l) (a), file the report required under clause (l) (b) with the Commission on a confidential basis, if, (a) in the opinion of the corporation, the disclosure required by subsection (1) would be unduly detrimental to its interests; or (b) the material development consists of a decision by senior management of the corporation to implement a change, and senior management, (i) believe that confirmation of their decision by the board of directors is probable, and (ii) have no reason to believe that persons with knowledge of the material development have made use of such knowledge in purchasing or selling securities of the corporation. O. Reg. 591/92, s. 22 (2). (3) When a specified employee ownership corporation files a report required under subsection (1) on a confidential basis in reliance on subsection (2), the corporation shall simultaneously file with the Commission the reasons for filing the report on a confidential basis. O. Reg. 591/92, s. 22 (3). (4) Subject to subsection (5), a report required under subsection (1) shall be filed with the Commission in an envelope marked “Continuous Disclosure — LSVCC”. O. Reg. 591/92, s. 22 (4). (5) A report required under subsection (1) that is filed on a confidential basis in reliance on subsection (2) shall be marked “Confidential” and shall be filed with the Commission in an envelope marked “Confidential Continuous Disclosure — LSVCC”. O. Reg. 591/92, s. 22 (5). (6) If a specified employee ownership corporation files a report required under subsection (1) on a confidential basis in reliance on subsection (2) and if the corporation believes that the report should continue to remain confidential, the corporation shall so advise the Commission in writing within ten days after the report is filed and every ten days thereafter, (a) until the material development is disclosed in the manner referred to in clause (l) (a); or (b) if the material development consists of a decision of the type referred to in clause (2) (b), until that decision has been rejected by the board of directors of the corporation. O. Reg. 591/92, s. 22 (6). (7) If a specified employee ownership corporation files a report required under subsection (1) on a confidential basis in reliance on subsection (2), no person shall distribute prescribed shares of the corporation, (a) until the material development is disclosed in the manner referred to in clause (l) (a); or (b) if the material development consists of a decision of the type referred to in clause (2) (b), until that decision has been rejected by the board of directors of the corporation. O. Reg. 591/92, s. 22 (7). (8) At the request of a person proposing to distribute prescribed shares of a specified employee ownership corporation, the corporation, if it is satisfied that the trade of prescribed shares by the person would be a distribution, shall inform the person in writing on a confidential basis whether a report referred to in clause (1) (b) has been filed with the Commission on a confidential basis in reliance on subsection (2) and whether the report remains filed on a confidential basis. O. Reg. 591/92, s. 22 (8). Financial Disclosure