Kersia Investment

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Application for relief from the prospectus and registration requirements for certain trades made in connection with an employee share offering by a French issuer -- the issuer cannot rely on the employee exemption in section 2.24 of National Instrument 45-106 Prospectus Exemptions as the securities are not being offered to Canadian employees directly by the issuer but rather through special purpose entities -- Canadian participants will receive disclosure documents -- the special purpose entities are subject to the supervision of the local securities regulator -- Canadian employees will not be induced to participate in the offering by expectation of employment or continued employment -- there is no market for the securities of the issuer in Canada -- the number of Canadian participants and their share ownership are de minimis -- relief granted, subject to conditions.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss.25, 53 and 74(1).

National Instrument 45-106 Prospectus Exemptions.

National Instrument 45-102 Resale of Securities.

[TRANSLATION]

November 23, 2021

IN THE MATTER OF THE SECURITIES LEGISLATION OF QUÉBEC AND ONTARIO (the Jurisdictions) AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF KERSIA INVESTMENT (the Filer)

DECISION

Background

The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) for:

1. an exemption from the prospectus requirement (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" named "Kersia Investment" (the Fund), which is a form of collective shareholding vehicle commonly used in France for the custody of securities held by employee-investors in employee savings plans, made pursuant to the Employee Offering (as defined herein) to or with Qualifying Employees (as defined herein) resident in the Jurisdictions and the Province of New Brunswick (collectively, the Canadian Employees, and Canadian Employees who subscribe for Units, the Canadian Participants);

(b) trades in Shares (as defined herein) by two of the Filer's shareholders, being IK IX Master Luxco and Kygée International (collectively, the Selling Shareholders) to the Fund on behalf of Canadian Participants; and

(c) trades of the Shares of the Filer by the Fund to or with Canadian Participants upon the redemption of Units as requested by Canadian Participants; and

2. an exemption from the dealer registration requirement (the Registration Relief, and together with the Prospectus Relief, the Exemption Sought) so that such requirement does not apply to the Filer and its Local Related Entities (as defined herein), the Fund, Credit Mutuel Asset Management (the Management Company) and the Selling Shareholders in respect of:

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

(b) trades in Shares by the Selling Shareholders to the Fund on behalf of Canadian Participants; and

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

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):

(a) the Autorité des marchés financiers is the principal regulator for this application;

(b) the Filer has provided notice that section 4.7(1) of Regulation 11-102 respecting Passport System, CQLR, c. V-1.1 r. 1 (Regulation 11-102) is intended to be relied upon in New Brunswick; and

(c) the decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

Terms defined in Regulation 14-101 respecting Definitions, CQLR, c. V-1.1, r. 3, Regulation 11-102 and Regulation 45-106 respecting Prospectus Exemptions, CQLR, c. V-1.1, r. 21 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 current intention of becoming, a reporting issuer under the securities legislation of any jurisdiction in Canada. The head office of the Filer is located in France.

2. The Filer is a French simplified joint stock company (société par actions simplifiée) having its registered office in France. All the subsidiaries of the Filer and its 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 Kersia Group) where the Fund will be implemented are directly or indirectly majority-owned by the Filer. None of the Shares are listed on any stock exchange and the Filer currently does not intend to list any of its securities on any stock exchange. The Filer is not in default of securities legislation of any jurisdiction of Canada.

3. The share capital of the Filer consists of ordinary shares (Ordinary Shares), A preference shares (A Preference Shares) and B preference shares (B Preference Shares, and collectively with Ordinary Shares and A Preference Shares, the Shares). The Shares are privately owned.

4. In the event of (i) the sale of shares of the Filer or it's direct subsidiaries, Kersia Holding or Kersia International (collectively with the Filer, the Kersia Group Parent Entities), resulting in a change of control of a Kersia Group Parent Entity, (ii) an initial public offering of securities of a Kersia Group Parent Entity, or (iii) a sale of the assets of either of the Kersia Parent Group Entities that comprise 50% or more of the collective EBITDA of the Kersia Group (each, an Exit Event), the Shares shall be sold at a price per Share equal to the amount received by the person selling the shares of the Kersia Group Parent Entity, with the aggregate gross proceeds of such sale (the Exit Amount) to be distributed amongst the holders of the Shares, as follows:

(a) first, the Exit Amount shall be distributed amongst the A Preference Share holders at a price of [EURO]1 per A Preference Share, plus an annual capitalised remuneration of 8%, which shall accrue from the date of issue to the date of the Exit Event (the Accrued Interest);

(b) second, the remaining Exit Amount, if any, shall be distributed amongst the holders of the B Preference Shares, which possess special rights entitling the holder to the Exit Amount that are linked to the achievement of certain performance milestones; and

(c) third, the Ordinary Shares are paid following the distributions of the Exit Amount made in respect of the A Preference Shares and B Preference Shares upon the occurrence of the Exit Event.

5. The B Preference Shares entitle the holders to obtain a certain percentage of the capital gain realised by IK Investment Partners, the Filer's principal shareholder (the Principal Shareholder), in the event it participates in a sale of Shares of the Filer.

6. The Filer carries on business in Canada through certain related entities and has established a global employee share offering for 2021 (theEmployee Offering) for Qualifying Employees and its participating related entities, including the Local Related Entities. Each Local Related Entity is a direct or indirect controlled subsidiary of the Filer and is not, and has no current intention of becoming, a reporting issuer under the securities legislation of any jurisdiction of Canada. The head office of the Kersia Group in Canada is located in the Province of Québec, and the greatest number of employees in the Kersia Group in Canada reside in the Province of Québec.

7. As of the date hereof, Local Related Entities include Laboratoires Choisy Ltée, Les Laboratoires Chez-Nous Inc., RMS Équipements Inc., G.D.G. Environnement and C.D.G. Canada.

8. 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 Regulation 45-102 respecting Resale of Securities, CQLR, c. V-1.1, r. 20 (Regulation 45-102) and section 2.8(1) of Ontario Securities Commission Rule 72-503 Distributions Outside Canada (OSC Rule 72-503).

9. The Employee Offering involves an offering of Shares to be acquired through the Fund. The Shares to be subscribed for by the Qualifying Employees are existing Shares that will be purchased by the Fund from the Selling Shareholders.

10. Prior to tendering some of their holdings of Shares under the Employee Offering, the Selling Shareholders beneficially owned or controlled, directly or indirectly, approximately 90.05% of the issued and outstanding Shares. The Selling Shareholders are not and have no current intention of becoming a reporting issuer (or equivalent) under the Legislation.

11. The maximum aggregate number of Shares that may be subscribed for by the Qualifying Employees under the Employee Offering is 1,503,000 (the Maximum Offering Size). If subscriptions received from Qualifying Employees under the Employee Offering would result in an acquisition of Shares by the Fund in excess of the Maximum Offering Size, a reduction will be applied to the subscriptions as follows:

(a) the largest individual subscription or subscriptions will be reduced to the value of the next largest subscription;

(b) if such reduction does not reduce the aggregate number of Shares subscribed for under the Employee Offering below the Maximum Offering Size, the value of the largest subscriptions, including those reduced in value pursuant to step (a) above, will be reduced to the value of the next largest subscription; and

(c) if the reduction of the subscriptions described at step (b) does not reduce the aggregate number of Shares subscribed for under the Employee Offering below the Maximum Offering Size, step (b) above will be repeated until the aggregate number of Shares subscribed for under the Employee Offering is below the Maximum Offering Size.

12. Only persons who are employees of an entity forming part of the Kersia Group during the subscription period for the Employee Offering and who meet other employment criteria, including that the persons must have been employed for at least 3 months prior to the close of the subscription period (the Qualifying Employees) will be allowed to participate in the Employee Offering.

13. The Fund was established for the purpose of implementing the Employee Offering. There is no current intention for the Fund to become a reporting issuer under the securities legislation of any jurisdiction of Canada.

14. The Fund is registered with, and approved by, the French Autorité des marchés financiers (the French AMF).

15. The Employee Offering will be made as follows:

(a) Canadian Participants will subscribe for Units in the Fund, which will subscribe for Shares from the Selling Shareholders on behalf of Canadian Participants at a subscription price that is the Canadian dollar equivalent of the fair market value of the Shares (expressed in Euros) as set by an independent expert, Aurys Holding (the Independent Expert) in accordance with the regulations from the French AMF and as described in the rules of the Fund. During the life of the plan, the value of the Units will be recalculated 4 times a year, on the last business days of February, May, August and November.

(b) The Employee Offering provides that the Filer, through the Local Related Entity that employs the Qualifying Employee, will also contribute a matching contribution (the Matching Contribution) for the benefit of, and at no cost to, the Canadian Participant, determined according to the personal contribution of the Canadian Participant (the Employee Contribution), according to the following terms, for a maximum Employee Contribution of [EURO]225:

Employee Contribution	Rate of Matching Contribution
Up to a maximum 100 Euro	100%
Between 101 Euro and 200 Euro	50%
Between 201 Euro and 500 Euro	25%
Between 501 Euro and 5,000 Euro	0%

(c) Each Unit subscribed for will be comprised of the following: 21.10% of Ordinary Shares, 63.30% of A Preferred Shares and 15.60% of B Preferred Shares. The division between each of the Ordinary Shares, A Preferred Shares and B Preferred Shares will be maintained in order that the ratio remains unchanged.

(d) Canadian Participants will receive Units in the Fund representing an interest in the Shares subscribed for.

(e) The Units will be subject to a hold period of approximately five years (the Lock-Up Period), subject to certain exceptions provided for under French law (such as a release on death, disability or termination of employment).

(f) Any dividends paid on the Shares held in the Fund will be contributed to the Fund and reinvested. The net asset value of the Units will be increased to reflect this reinvestment. No new Units (or fractions thereof) will be issued to the Canadian Participants.

(g) At the end of the Lock-Up Period a Canadian Participant may: (i) request the redemption of his or her Units in the Fund in consideration for cash or Shares, either in whole or in part, in proportions that reflect the value of the Shares measured by the then fair market value of the Shares as set by the Independent Expert, or (ii) continue to hold his or her Units in the Fund and request the redemption of those Units at a later date.

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

(i) The Fund has entered into a shareholders' agreement with the Principal Shareholder and the Filer (the Shareholders Agreement), pursuant to which the parties have agreed:

(i) in the event the Principal Shareholder accepts an offer from a third-party purchaser for 100% of the Shares of the Filer held by the Principal Shareholder, the Fund will agree to transfer all of the Shares of the Filer held by the Fund to this third-party purchaser; and

(ii) in the event the Principal Shareholder agrees to sell a portion of the Shares of the Filer held by the Principal Shareholder, the Fund will be irrevocably offered the opportunity to either,

(1) if the proposed transfer involves a change of control of the Filer, sell all of the Shares of the Filer held by the Fund; or

(2) if the proposed transfer does not involve a change of control of the Filer, sell a portion of the Shares of the Filer held by the Fund, in proportion to the number of Shares transferred by the Principal Shareholder.

16. The subscription price for the Employee Offering will be the Canadian dollar equivalent of the fair market value of the Shares (expressed in Euros) as set by the Independent Expert before the applicable subscription period and will be communicated to Canadian Employees prior to the time that they subscribe for Units under the Employee Offering.

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

18. Only Qualifying Employees will be allowed to hold Units issued pursuant to the Employee Offering.

19. The 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. To the best of the Filer's knowledge and after reasonable verification, the Management Company is not, and has no current intention of becoming, a reporting issuer under the securities legislation of any jurisdiction of Canada.

20. The Management Company's portfolio management activities in connection with the Employee Offering and the Fund are limited to purchasing Shares of the Filer from the Selling Shareholders, selling such Shares as necessary in order to fund redemption requests and investing available cash in cash equivalents.

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

22. All management charges relating to the Fund will be paid from the assets of the Fund or by the Filer, as provided by the Fund's regulations. The Management Company and the Depositary (as defined herein) are obliged to act exclusively in the best interests of the unitholders (including Canadian Participants) and are jointly and severally liable to them for any violation of the rules and regulations governing FCPEs, any violation of the rules of the Fund, or for any self-dealing or negligence.

23. None of the entities forming part of the Kersia Group, the Fund or the Management Company is currently in default of securities legislation of any jurisdiction of Canada.

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

25. Shares subscribed pursuant to the Employee Offering will be deposited in the Fund through Banque Federative Du Credit Mutuel (the Depositary), a large French commercial bank subject to French banking legislation. Under French law, the Depositary must be selected by the Management Company from among a limited number of companies identified on a list maintained by the French Minister of the Economy and Finance, and its appointment must be approved by the French AMF. The Depositary carries out orders to purchase, trade and sell Shares in the portfolio and takes all necessary action to allow the Fund to exercise the rights relating to the Shares held in its portfolio.

26. Participation in the Employee Offering is voluntary, and Canadian Employees will not be induced to participate in the Employee Offering by expectation of employment or continued employment. The total amount that may be invested by a Canadian Participant in the Employee Offering cannot exceed the lesser of (i) [EURO]5,000 and (ii) 25% of his or her estimated gross annual compensation.

27. For the Employee Offering, annual compensation includes the employee's gross base salary, bonus and/or overtime paid between January 1, 2021 and December 31, 2021.

28. The Unit value of the Fund will be calculated and reported to the French AMF on a regular basis, based on the net assets of the Fund divided by the number of Units outstanding. The value of the Units will be based on the fair market value of the underlying Shares as set by the Independent Expert (the Annual Valuation). The underlying value of the Shares will be re-evaluated once a year based on the formula laid out by the Independent Expert in accordance with the regulations from the French AMF and as described in the rules of the Fund. The deemed value of the Shares underlying the Units, for 5 years from the date of the close of the Employee Offering, will correspond to:

(a) in the case of the A Preference Shares, the lesser of, (A) the value of the Filer's equity made in accordance with the valuation method determined by the Independent Expert, or (B) the value of the A Preference Shares plus the Accrued Interest, divided by the number of existing A Preference Shares issued and outstanding;

(b) in the case of the B Preference Shares, the lesser of, (A) the value of the Filer's equity made in accordance with the valuation method determined by the Independent Expert minus the value of the A Preference Shares determined in paragraph 28(a) above, or (B) the par value of the B Preference Shares, divided by the number of existing B Preference Shares issued and outstanding; and

(c) in the case of the Ordinary Shares, a residual value equal to the value of the Filer's equity made in accordance with the valuation method determined by the Independent Expert, minus the aggregate valuation of the A Preference Shares and B Preference Shares, all divided by the number of Ordinary Shares issued and outstanding it being understood that if this amount is less than zero, it will be deemed equal to zero.

29. Canadian Employees will receive an information package in the French or English language, according to their preference, which will include a summary of the terms of the Employee Offering and a description of Canadian income tax consequences of subscribing for and holding Units and requesting the redemption of such Units at the end of the applicable Lock-Up Period. Canadian Participants will have access to a copy of the rules of the Fund. Canadian Employees can have access, through their management or their human resources services, to a copy of a presentation of the Filer, its annual consolidated financial statements and audited, as well as a copy of the information documents of the Filer deposited with the French AMF relating to the Shares and the Rules of the Fund. The new value of the Shares and general information on the business of the Filer will also be communicated annually to the Canadian Participants. Canadian Participants will receive an initial statement of their holdings under the Employee Offering together with an updated statement at least once per year.

30. For the Employee Offering, there are approximately 208 Qualifying Employees resident in Canada, with the largest number residing in the Province of Québec (200) and the remainder in the Provinces of Ontario (7) and New Brunswick (1), who represent, in the aggregate, approximately 11.6% of the number of employees in the Kersia Group worldwide.

Decision

Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.

The decision of the Decision Makers under the Legislation is that the Exemption Sought is granted, provided that:

1. With respect to the 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 was a foreign issuer on the distribution date, as such term is defined in section 2.15 (1) of Regulation 45-102 and section 2.8(1) of OSC Rule 72-503;

(b) 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;

(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

2. 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.

"Benoît Gascon"

Directeur principal du financement des sociétés

OSC File #: 2021/0569