The Securities Commission granted an issuer relief from certain requirements related to restricted securities under multiple instruments and rules, subject to conditions. The relief pertains to National Instruments 41-101, 44-101, and 51-102, as well as OSC Rule 56-501. The issuer, a corporation under the Business Corporations Act (Ontario), sought exemptions related to its common shares and newly created proportionate voting shares (PV Shares) following a reclassification aimed at maintaining its status as a foreign private issuer under U.S. securities laws.
The exemptions allow the issuer to avoid the restricted security designation for its common shares, despite the existence of PV Shares with multiple voting rights. The conditions for the exemptions include the issuer not having any other restricted securities or shares issued and outstanding other than the common shares, and the requirement for disclosure consistent with the representations made by the issuer.
The relief is granted on the basis that the issuer’s representations continue to apply and that the disclosure documents filed by the issuer under the relevant instruments reflect the information about the shares as represented. The decision is based on the test set out in the applicable legislation and is contingent upon the issuer meeting the specified conditions.