The Securities Commission granted exemptive relief to an issuer and an equity line purchaser from certain registration and prospectus requirements in connection with a committed equity facility arrangement. The issuer, a public company, entered into an equity purchase agreement with the purchaser, who may act as an underwriter, to potentially distribute up to $180 million of the issuer’s shares over a 37-month period. The exemption allows the issuer to sell shares at a discount to market price without the usual prospectus delivery and allows the purchaser to act without registration as a dealer or underwriter.
The key conditions of the relief include:
1. The issuer’s distribution of shares under the agreement cannot exceed 19.9% of its outstanding shares in any 12-month period.
2. The issuer must have an active base shelf prospectus at the time of each share distribution notice.
3. The issuer and purchaser must comply with specific representations related to the prospectus disclosure, registration, and prospectus delivery requirements outlined in the decision.
The decision is based on the Securities Act, R.S.O. 1990, c. S.5, as amended, and related instruments, including National Instrument 44-101 Short Form Prospectus Distributions, National Instrument 44-102 Shelf Distributions, and other applicable regulations. The relief is subject to terms and conditions and will terminate 37 months and one day from the date of the decision.