The Securities Commission granted an exemption to a limited partnership (the issuer) from the requirement to hold a unitholder meeting and send an information circular for a proposed related party transaction. The transaction involved selling an asset to a consortium, which included an affiliated entity, thus triggering formal valuation and minority approval requirements under Multilateral Instrument 61-101 (MI 61-101).
The issuer received written consent from unitholders holding a majority of units eligible for determining minority approval, indicating they would consent to the transaction. A disclosure document meeting the requirements of MI 61-101 section 5.3 was provided to these unitholders. Additionally, a formal valuation and fairness opinion were prepared in accordance with MI 61-101, summarized in the disclosure document, and filed on SEDAR.
The exemption was granted subject to conditions, including that no consents be obtained until at least 14 days after providing the disclosure document to unitholders, and the transaction not close until these unitholders have had 14 days to review the disclosure document and the required time has passed since filing the valuation and opinion on SEDAR. The issuer must also ensure no payment or inducement is given to unitholders for their consent and that any unitholder can request and receive the disclosure documents free of charge.
The decision was based on the issuer’s compliance with relevant provisions of MI 61-101, including sections 5.3, 5.6, 8.1, and 9.1(2), as well as Companion Policy 61-101CP. The exemption allows the issuer to proceed with the transaction without a unitholder meeting, provided the outlined conditions are met.