1
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NAMES OF REPORTING PERSONS
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||
CDP Investissements Inc.
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|||
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||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
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☐
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||
(b)
|
☒
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||||
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||||
3
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SEC USE ONLY
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||
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|||
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||||
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
|
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|||
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||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||
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||||
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Québec, Canada
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|||
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||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
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|
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|||
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||||
8
|
SHARED VOTING POWER
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||
17,579,940 (See Items 3 and 5)
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|||
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||||
9
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SOLE DISPOSITIVE POWER
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||
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|||
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||||
10
|
SHARED DISPOSITIVE POWER
|
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||
17,579,940 (See Items 3 and 5)
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|
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|||
|
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||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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||
17,579,940 (1)
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|||
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||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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|
☐
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||
|
|
||||
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|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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|
||
10.5% (2)
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|||
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|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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||
CO
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|||
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|
1
|
NAMES OF REPORTING PERSONS
|
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||
Caisse de dépôt et placement du Québec
|
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|||
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|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒ | ||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Québec, Canada
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
17,579,940 (See Items 3 and 5)
|
|
|
|||
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|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
17,579,940 (See Items 3 and 5)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
17,579,940 (1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
10.5% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
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|||
|
|
ITEM 1.
|
SECURITY AND ISSUER.
|
ITEM 2.
|
IDENTITY AND BACKGROUND.
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ITEM 3.
|
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
|
ITEM 4.
|
PURPOSE OF TRANSACTION.
|
ITEM 5.
|
INTEREST IN SECURITIES OF THE ISSUER.
|
ITEM 6.
|
CONTRACTS, ARRANGEMENTS, UNDERTAKINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
|
- |
Representation the Board of Directors
|
- |
Pre-Emptive Right
|
ITEM 7.
|
MATERIAL TO BE FILED AS EXHIBITS.
|
Exhibit
No.
|
Description
|
Joint Filing Agreement, dated as of July 7, 2021, between the Reporting Persons.
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|
99.2
|
Subscription Agreement, dated as of June 4, 2017, between the Issuer and CDPQ Investissements Inc. (incorporated by reference to Exhibit 99.1 to the Issuer’s Report of Foreign
Private Issuer pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 on Form 6-K filed by the Issuer with the Securities and Exchange Commission on June 28, 2017)
|
99.3 |
Investor’s Rights Agreement dated as of July 31, 2017, between CDP Investissements Inc. and the Issuer (incorporated
by reference to Exhibit C to the Issuer's Report of Foreign Private Issuer pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 on Form 6-K filed by the Issuer with the
Securities and Exchange Commission on August 10, 2017)
|
CDP Investissements Inc.
|
||
By:
|
/S/ Sophie Rivest
|
|
Name:
|
Sophie Rivest | |
Title: |
Corporate Secretary |
CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC
|
||
By:
|
/S/ Soulef Hadjoudj
|
|
Name:
|
Soulef Hadjoudj | |
Title:
|
Senior Director, Legal Affairs |
Name
|
Business Address | Principal Occupation or Employment | Citizenship | |||
Kim Thomassin
|
1000, place Jean-Paul-Riopelle
|
Corporate Director and President
|
Canadian
|
|||
|
Montreal, Quebec, H2Z 2B3
|
|||||
François Boudreault
|
1000, place Jean-Paul-Riopelle
|
Corporate Director and Vice-President
|
Canadian
|
|||
|
Montreal, Quebec, H2Z 2B3
|
|||||
Christian Grimm
|
1000, place Jean-Paul-Riopelle
|
Corporate Director and Vice-President
|
Canadian
|
|||
|
Montreal, Quebec, H2Z 2B3
|
|||||
Sophie Rivest
|
1000, place Jean-Paul-Riopelle
|
Corporate Secretary
|
Canadian
|
|||
|
Montreal, Quebec, H2Z 2B3
|
|||||
Mélanie Julien
|
1000, place Jean-Paul-Riopelle
|
Assistant Corporate Secretary
|
Canadian
|
Name
|
Business Address
|
Principal Occupation or Employment
|
Citizenship
|
|||
Robert Tessier
|
1000, place Jean-Paul-Riopelle
Montréal, Québec
H2Z 2B3
|
Chairman of the Board of Directors
|
Canadian
|
|||
Jean-François Blais
|
1000, place Jean-Paul-Riopelle
Montréal, Québec
H2Z 2B3
|
Corporate Director
|
Canadian
|
|||
Jean St-Gelais
|
1000, place Jean-Paul-Riopelle
Montréal, Québec
H2Z 2B3
|
Corporate Director
|
Canadian
|
|||
Ivana Bonnet Zivcevic
|
1000, place Jean-Paul-Riopelle
11th floor
Montréal, Québec
H2Z 2B3
|
Corporate Director
|
Serbian,
French
|
Diane Lemieux
|
1000, place Jean-Paul-Riopelle
11th floor
Montréal, Québec
H2Z 2B3
|
Corporate Director
President and General Manager,
Retraite Québec
|
Canadian
|
|||
Ravy Por
|
1000, place Jean-Paul-Riopelle
11th floor
Montréal, Québec
H2Z 2B3
|
Corporate Director
|
Canadian
|
|||
Michel Després
|
1000, place Jean-Paul-Riopelle
11th floor
Montréal, Québec
H2Z 2B3
|
Corporate Director
President and General Manager,
Retraite Québec
|
Canadian
|
|||
Gilles Godbout
|
1000, place Jean-Paul-Riopelle
11th floor
Montréal, Québec
H2Z 2B3
|
Corporate Director
|
Canadian
|
|||
Alain Côté
|
1000, place Jean-Paul-Riopelle
11th floor
Montréal, Québec
H2Z 2B3
|
Corporate Director
|
Canadian
|
|||
Sylvain Brosseau
|
1000, place Jean-Paul-Riopelle
11th floor
Montréal, Québec
H2Z 2B3
|
Corporate Director
|
Canadian
|
|||
Jean La Couture
|
1000, place Jean-Paul-Riopelle
11th floor
Montréal, Québec
H2Z 2B3
|
Corporate Director
President, Huis Clos Ltée
|
Canadian
|
|||
Maria S. Jelescu
Dreyfus
|
1000, place Jean-Paul-Riopelle
11th floor
Montréal, Québec
H2Z 2B3
|
Corporate Director
|
Romanian
|
|||
Wendy Murdock
|
1000, place Jean-Paul-Riopelle
11th floor
Montréal, Québec
H2Z 2B3
|
Corporate Director
|
Canadian
|
|||
Lynn Jeanniot
|
1000, place Jean-Paul-Riopelle
11th floor
Montréal, Québec
H2Z 2B3
|
Corporate Director
|
Canadian
|
|||
Charles Emond
|
1000, place Jean-Paul-Riopelle
11th floor
Montréal, Québec
H2Z 2B3
|
President, Chief Executive Officer
and Corporate Director
|
Canadian
|
Maxime Aucoin
|
1000, place Jean-Paul-Riopelle
9th floor
Montréal, Québec
H2Z 2B3
|
Executive Vice-President and
Head of Total Portfolio
|
Canadian
|
|||
Helen Beck
|
1000, place Jean-Paul-Riopelle
9th floor
Montréal, Québec
H2Z 2B3
|
Executive Vice-President and
Head of Equity Markets
|
Canadian
|
|||
Claude Bergeron
|
1000, place Jean-Paul-Riopelle
9th floor
Montréal, Québec
H2Z 2B3
|
Chief Risk Officer and Head of
Depositor Relationships
|
Canadian
|
|||
Marc-André Blanchard
|
1000, place Jean-Paul-Riopelle
10th floor
Montréal, Québec
H2Z 2B3
|
Executive Vice-President and
Head of CDPQ Global
|
Canadian
|
|||
Ani Castonguay
|
1000, place Jean-Paul-Riopelle
10th floor
Montréal, Québec
H2Z 2B3
|
Executive Vice-President,
Public Affairs
|
Canadian
|
|||
Marc Cormier
|
1000, place Jean-Paul-Riopelle
6th floor
Montréal, Québec
H2Z 2B3
|
Executive Vice-President and
Head of Fixed Income
|
French and Canadian
|
|||
Martin Coiteux
|
1000, place Jean-Paul-Riopelle
4th floor
Montréal, Québec
H2Z 2B3
|
Head of Economic Analysis and
Global Strategy
|
Canadian
|
|||
Vincent Delisle
|
1000, place Jean-Paul-Riopelle
7th floor
Montréal, Québec
H2Z 2B3
|
Executive Vice-President and
Head of Liquid Markets
|
Canadian
|
|||
Ève Giard
|
1000, place Jean-Paul-Riopelle
5th floor
Montréal, Québec
H2Z 2B3
|
Executive Vice-President,
Talent and Performance
|
Canadian
|
|||
Emmanuel Jaclot
|
1000, place Jean-Paul-Riopelle
8th floor
Montréal, Québec
H2Z 2B3
|
Executive Vice-President and
Head of Infrastructure
|
French
|
|||
Martin Laguerre
|
1000, place Jean-Paul-Riopelle
11th floor
Montréal, Québec
H2Z 2B3
|
Executive Vice-President and
Head of Private Equity and
Capital Solutions CDPQ US (New York)
|
Canadian/American
|
Maarika Paul
|
1000, place Jean-Paul-Riopelle
11th floor
Montréal, Québec
H2Z 2B3
|
Executive Vice-President and
Chief Financial and Operations Officer
|
Canadian
|
|||
Alexandre Synnett
|
1000, place Jean-Paul-Riopelle
11th floor
Montréal, Québec
H2Z 2B3
|
Executive Vice-President and
Chief Technology Officer
|
Canadian
|
|||
Kim Thomassin
|
1000, place Jean-Paul-Riopelle
11th floor
Montréal, Québec
H2Z 2B3
|
Executive Vice-President and
Head of Investments in
Québec and Stewardship Investing
|
Canadian
|
|||
Nathalie Palladitcheff
|
1000, place Jean-Paul-Riopelle
11th floor
Montréal, Québec
H2Z 2B3
|
President and Chief Executive
Officer Ivanohé Cambridge
|
French
|
|||
Rana Ghorayeb
|
1000, place Jean-Paul-Riopelle
11th floor
Montréal, Québec
H2Z 2B3
|
President and Chief Executive
Officer Otéra Capital
|
Canadian
|
|||
Michel Lalande
|
1000, place Jean-Paul-Riopelle
11th floor
Montréal, Québec
H2Z 2B3
|
Executive Vice-President,
Legal Affairs and Secretariat
|
Canadian
|
Reporting Person
|
Date of Transaction
|
Security
|
Amount of Securities Sold
|
Unit Cost (CAD)
|
Where and How Effected1
|
CDP Investissements Inc.
|
June 23, 2021
|
Common Shares
|
79,400
|
$17,34
|
Canada
Toronto Stock Exchange
|
CDP Investissements Inc.
|
June 24, 2021
|
Common Shares
|
307,000
|
$17,19
|
Canada
Toronto Stock Exchange
|
CDP Investissements Inc.
|
June 25, 2021
|
Common Shares
|
54,200
|
$17,01
|
Canada
Toronto Stock Exchange
|
CDP Investissements Inc.
|
June 28, 2021
|
Common Shares
|
24,400
|
$17,03
|
Canada
Toronto Stock Exchange
|
CDP Investissements Inc.
|
June 30, 2021
|
Common Shares
|
120,700
|
$17,01
|
Canada
Toronto Stock Exchange
|
CDP Investissements Inc.
|
June 30, 2021
|
Common Shares
|
325,000
|
$17,00
|
Canada
Toronto Stock Exchange
|
CDP Investissements Inc.
|
June 30, 2021
|
Common Shares
|
71,400
|
$17,00
|
Canada
Toronto Stock Exchange
|
CDP Investissements Inc.
|
July 2, 2021
|
Common Shares
|
17,900
|
$17,25
|
Canada
Toronto Stock Exchange
|
CDP Investissements Inc.
|
July 5, 2021
|
Common Shares
|
13,000
|
$17,32
|
Canada
Toronto Stock Exchange
|
CDP Investissements Inc.
|
July 5, 2021
|
Common Shares
|
60,000
|
$17,30
|
Canada
Toronto Stock Exchange
|
CDP Investissements Inc.
|
July 6, 2021
|
Common Shares
|
30,000
|
$17,35
|
Canada
Toronto Stock Exchange
|
CDP Investissements Inc.
|
July 6, 2021
|
Common Shares
|
397,000
|
$17,27$
|
Canada
Toronto Stock Exchange
|
CDP Investissements Inc.
|
July 6, 2021
|
Common Shares
|
275,000
|
$17,15
|
Canada
Toronto Stock Exchange
|
CDP Investissements Inc.
|
July 6, 2021
|
Common Shares
|
400,000
|
$17,18
|
Canada
Toronto Stock Exchange
|
CDP Investissements Inc.
|
||
By:
|
/S/ Sophie Rivest
|
|
Name:
|
Sophie Rivest | |
Title:
|
Corporate Secretary |
CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC
|
||
By:
|
/S/Soulef Hadjoudj
|
|
Name:
|
Soulef Hadjoudj | |
Title:
|
Senior Director, Legal Affairs |