Safran S.A. (Re), 2024 CanLII 49094

Ontario Commission des 22^nd Floor 22e étage

Securities valeurs mobilières 20 Queen Street West 20, rue Queen ouest

Commission de l’Ontario Toronto ON M5H 3S8 Toronto ON M5H 3S8

May 31, 2024

IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (the Jurisdiction)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF SAFRAN S.A. (the Filer)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) for:

1. an exemption from the prospectus requirement of the Legislation (the Prospectus Relief) so that such requirement does not apply to:

(a) trades of units (the Units) of a fonds commun de placement d’entreprise or FCPE, a form of collective shareholding vehicle commonly used in France for the custody of shares held by employee-investors, named Safran International (the Classic Fund) made pursuant to an Employee Offering (as defined below) to or with Qualifying Employees (as defined below) resident in the Jurisdictions (as defined below) (collectively, the Canadian Employees, and Canadian Employees who subscribe for Units, the Canadian Participants); and

(b) trades of ordinary shares of the Filer (the Shares) by the Classic Fund to or with Canadian Participants upon the redemption of Units as requested by Canadian Participants;

2. an exemption from the dealer registration requirement (the Registration Relief) so that such requirement does not apply to the Filer, the Local Related Entities (as defined below), the Classic Fund and Natixis Investment Managers International (the Management Company) in respect of:

(a) trades in Units made pursuant to an Employee Offering to or with Canadian Employees; and

(b) trades in Shares by the Classic Fund to or with Canadian Participants upon the redemption of Units as requested by Canadian Participants

(the Prospectus Relief and the Registration Relief, collectively, the Exemption Sought).

3. Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission is the principal regulator for this application; and

(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in Québec (together with the Jurisdiction, the Jurisdictions).

Interpretation

Terms defined in National Instrument 14-101 Definitions, MI 11-102 and National Instrument 45-106 Prospectus Exemptions have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filer:

1. The Filer is a corporation formed under the laws of France. It is not and has no intention of becoming a reporting issuer under the securities legislation of any jurisdiction of Canada. The head office of the Filer is located in France and the Shares are listed on Euronext Paris. The Shares and Units are not currently listed for trading on any Canadian stock exchange and there is no intention to have the Shares or Units so listed.

2. The Filer has established a global employee share offering (the 2024 Employee Offering) and expects to establish subsequent global employee share offerings following 2024 for the next four years that are substantially similar (the Subsequent Employee Offerings, and together with the 2024 Employee Offering, the Employee Offering) for Qualifying Employees of the Filer and its participating related entities, including related entities that employ Canadian Employees (Local Related Entities, and together with the Filer and other related entities of the Filer, the Safran Group). Each Local Related Entity is a direct or indirect controlled subsidiary of the Filer and no Local Related Entity is a reporting issuer nor has any intention of becoming a reporting issuer under the securities legislation of any jurisdiction of Canada. The head office of the Safran Group in Canada is located in Ontario.

3. As of the date hereof, Local Related Entities include Safran Landing Systems Canada Inc., Safran Landing Systems, Safran Helicopter Engines and Safran Electronics and Defense. For any Subsequent Employee Offering, the list of Local Related Entities may change.

4. As of the date hereof and after giving effect to the Employee Offering, the Filer is and will be a “foreign issuer” as such term is defined in section 2.15(1) of National Instrument 45-102 Resale of Securities (NI 45-102) and section 2.8(1) of Ontario Securities Commission Rule 72-503 Distributions Outside Canada (OSC Rule 72-503).

5. The 2024 Employee Offering involves an offering of Shares to be acquired through the Classic Fund. Each Subsequent Employee Offering will involve an offering of Shares to be subscribed through the Classic Fund (the Classic Plan, which for greater certainty, includes the 2024 Employee Offering), subject to the decision of the supervisory board of the Classic Fund and the approval of the Autorité des marchés financiers in France (the French AMF).

6. Only persons who are employees of a company in the Safran Group during the subscription period for an Employee Offering and who meet other employment criteria (e.g., have been employed by an applicable company in the Safran Group for three months on the date corresponding to the end of the subscription period) (the Qualifying Employees) will be permitted to participate in the Employee Offering and become member of the PEGI (plan d’épargne groupe international or international group savings plan).

7. The Classic Fund was established for the purpose of implementing the Employee Offering generally. The Classic Fund is not and has no intention to become a reporting issuer under the securities legislation of any jurisdiction of Canada.

8. The Classic Fund was registered with and has been approved by the French AMF.

9. Under the Classic Plan, each Employee Offering will be made as follows:

(a) Canadian Participants will subscribe for Units in the Classic Fund, and the Classic Fund will then subscribe for Shares on behalf of Canadian Participants using the Canadian Participants’ contributions.

(b) The subscription price of a Share will be the Canadian dollar equivalent of the Share price (expressed in euros) at the time of acquisition on Euronext Paris by the Classic Fund on behalf of the Canadian Participant following the subscription period.

(c) For each contribution that a Canadian Participant makes, he or she will receive a matching contribution of Shares in an amount corresponding to 60% of the amount invested, up to an annual maximum of 2,000 euros (made into Canadian dollars and converted into euros following the subscription period in order to be invested in the Classic Fund). The matching contribution will be used to issue additional Units to Canadian Participants. For each Subsequent Employee Offering, the matching contribution rules may change.

(d) The Classic Fund will apply the cash received from Canadian Participants and the cash received from the employer contributions to subscribe for Shares. The Shares subscribed for will be held in the Classic Fund and the Canadian Participant will receive Units in the Classic Fund.

(e) All Units acquired in the Employee Offering by Canadian Participants will be subject to a hold period of approximately five years (the Lock-Up Period), subject to certain exceptions provided for under French law and adopted for an Employee Offering, which are death of the employee, disability of the employee or termination of employment.

(f) Any dividends paid on the Shares held in the Classic Fund will be contributed to the Classic Fund and used to purchase additional Shares (or fractions thereof), and additional Units (or fractions thereof) will be issued to the Canadian Participants.

(g) At the end of the applicable Lock-Up Period, a Canadian Participant may: (i) request the redemption of his or her Units in the Classic Fund in consideration for the underlying Shares, or a cash payment equal to the then market value of the Shares; or (ii) continue to hold his or her Units in the Classic Fund and request the redemption of those Units at a later date in consideration for the underlying Shares or a cash payment equal to the then market value of the Shares.

(h) In the event of an early exit resulting from a Canadian Participant exercising one of the exceptions to the Lock-Up Period and meeting the applicable criteria, a Canadian Participant may request the redemption of Units in the Classic Fund in consideration for a cash payment equal to the then market value of the underlying Shares.

10. Under French law, an FCPE is a limited liability entity. The portfolio of the Classic Fund will consist almost entirely of Shares, but may, from time to time, include cash in respect of dividends paid on the Shares which will be reinvested in Shares and cash or cash equivalents pending investments in Shares and for the purposes of Unit redemptions.

11. The Classic Fund is managed by the Management Company, which is a portfolio management company governed by the laws of France. The Management Company is registered with the French AMF as an investment manager and complies with the rules of the French AMF. The Management Company is not, and has no intention of becoming, a reporting issuer under the securities legislation of any jurisdiction of Canada.

12. The Management Company’s portfolio management activities in connection with the Employee Offering and the Classic Fund is limited to purchasing Shares from the Filer, selling such Shares as necessary in order to fund redemption requests and investing available cash in cash equivalents pending investments in the Shares and for the purposes of Unit redemptions.

13. The Management Company is also responsible for preparing accounting documents and publishing periodic informational documents as provided by the rules of the Classic Fund. The Management Company’s activities do not affect the underlying value of the Shares.

14. None of the entities forming part of the Safran Group, the Classic Fund or the Management Company, or any of their directors, officers, employees, agents or representatives will provide investment advice to Canadian Employees with respect to an investment in Units or Shares.

15. None of the Filer, other entities forming part of the Safran Group, the Classic Fund or the Management Company is in default of securities legislation of any jurisdiction of Canada.

16. Shares issued pursuant to an Employee Offering will be deposited in the Classic Fund through CACEIS Bank (the Depositary), a large French commercial bank subject to French banking legislation. For any Subsequent Employee Offering, the Depositary may change. In the event of such a change, the successor to the Depositary will remain a large French commercial bank subject to French banking legislation. The Depositary carries out orders to purchase, trade and sell securities in the portfolio and takes all necessary action to allow the Classic Fund to exercise the rights relating to the securities held in its portfolio.

17. The Management Company and the Depositary are obliged to act exclusively in the best interests of the Unit holders (including Canadian Participants) and are jointly and severally liable to them under French legislation for any violation of the rules and regulations governing FCPEs, any violation of the rules of the Classic Fund, or for any self-dealing or negligence.

18. Participation in an Employee Offering is voluntary, and the Canadian Employees will not be induced to participate in an Employee Offering by expectation of employment or continued employment.

19. The Unit value of the Classic Fund will be calculated and reported to the French AMF on a regular basis, based on the net assets of the Classic Fund divided by the number of Units outstanding. The value of Units will increase or decrease reflecting the increase or decrease of the value of the underlying Shares on Euronext Paris.

20. All management charges relating to the Classic Fund will be paid from the assets of the Classic Fund or by the Filer, as provided in the rules of the Classic Fund.

21. The total amount that may be invested by a Canadian Employee pursuant to the 2024 Employee Offering cannot exceed 25% of his or her gross annual compensation (either received at the start of the applicable calendar year or estimated over the year based on the salary currently received by the employee). Amounts contributed by a Canadian Employee’s employer through the employer matching contribution described above are not factored into this maximum amount that a Canadian Employee may contribute.

22. Canadian Employees will have access to an information package in the French or English language, according to their preference, which will include a summary of the terms of the relevant Employee Offering and a description of the relevant Canadian income tax consequences of subscribing for and holding Units of the Classic Fund and requesting the redemption of such Units at the end of the applicable Lock-Up Period. Canadian Employees will have access to a copy of the rules and the key investor information document (KID) of the Classic Fund. Canadian Employees will also have access to the Filer’s universal registration document in the French or English language on the Safran website (which is also filed with the French AMF) in respect of the Shares. Canadian Employees will have access to copies of the continuous disclosure materials relating to the Filer that are furnished to holders of Shares generally. Canadian Participants will receive an initial statement of their subscription of Units under the Classic Plan, together with an updated statement, at least once per year. Canadian Participants will also have access to all the information relating to their subscription on the Management Company’s dedicated website.

23. As of April 22, 2024, for the 2024 Employee Offering, there are approximately 1,097 Qualifying Employees resident in Canada, with the greatest number resident in Ontario (782) and the remainder in Québec (315), which represents, in the aggregate less than 1% of the number of employees in the Safran Group worldwide.

24. Units are not transferable by holders of such Units except upon redemption and other than as reflected in the decision document.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that the Exemption Sought is granted provided that:

I. with respect to the 2024 Employee Offering, the prospectus requirement will apply to the first trade in any Units or Shares acquired by Canadian Participants pursuant to this decision unless the following conditions are met:

(a) the issuer of the security:

(i) was not a reporting issuer in any jurisdiction of Canada at the distribution date, or

(ii) is not a reporting issuer in any jurisdiction of Canada at the date of the trade;

(b) the issuer of the security was a foreign issuer on the distribution date, as such term is defined in section 2.15(1) of NI 45-102 and section 2.8(1) of OSC Rule 72-503; and

(c) the first trade is made:

(i) through an exchange, or a market, outside of Canada, or

(ii) to a person or company outside of Canada; and

II. for any Subsequent Employee Offering under this decision completed within five years from the date of this decision:

(a) the representations other than those in paragraphs 3 and 23 remain true and correct in respect of a Subsequent Employee Offering, and

(b) the conditions set out in paragraph I apply to any Subsequent Employee Offering (varied such that any references therein to the 2024 Employee Offering are read as references to the relevant Subsequent Employee Offering); and

III. in the Province of Ontario, the prospectus exemption above, for the first trade in any Units or Shares acquired by Canadian Participants pursuant to this decision, is not available with respect to any transaction or series of transactions that is part of a plan or scheme to avoid the prospectus requirements in connection with a trade to a person or company in Canada.

“Lina Creta”

Lina Creta

Manager, Corporate Finance

Ontario Securities Commission

OSC File#: 2024/0240