The Ontario Securities Commission (OSC) has granted Agrinam Acquisition Corporation (the Filer) exemptions from certain requirements regarding restricted securities under multiple securities instruments, subject to conditions. These exemptions pertain to National Instruments 41-101, 44-101, 51-102, and OSC Rule 56-501, which generally regulate the use of terms like “common” for shares, disclosure obligations, and eligibility for prospectus filing for restricted securities.
The Filer, a special purpose acquisition corporation (SPAC) incorporated under the Business Corporations Act (British Columbia), is structured with multiple classes of shares, including Class A Shares, Class B Shares, Common Shares, and Proportionate Voting Shares (PV Shares). Upon completion of a qualifying acquisition, Class A and Class B Shares will convert into Common Shares and PV Shares, respectively, with the latter entitled to multiple votes per share.
The OSC’s decision allows the Filer to refer to its Common Shares as “common shares” in its prospectuses and continuous disclosure documents, despite the existence of PV Shares with greater voting rights. This is contingent on the Filer not having any other restricted securities issued and outstanding other than the Common Shares and providing disclosure consistent with the representations made in the application.
The exemptions are granted on the condition that the Filer’s share structure and rights, as detailed in the application, remain unchanged, and that the Filer does not issue any other class of restricted securities besides the Common Shares. The decision ensures that the Filer can proceed with its prospectus filings and continuous disclosure obligations without being hindered by the technical classification of its Common Shares as restricted securities due to the multiple voting rights attached to the PV Shares.