The Securities Commission granted Voyager Digital Ltd. relief from certain requirements under securities legislation related to its dual-class share structure. This structure, consisting of common shares and variable voting shares, was established to maintain the company’s status as a foreign private issuer under U.S. securities laws. The relief allows the company to calculate ownership thresholds for take-over bids, early warning reporting, and news release obligations on an aggregate basis across both classes of shares, rather than separately for each class. Additionally, the company can disclose information about significant shareholders on a combined basis and refer to its variable voting shares without using the prescribed restricted security terms, provided they use the term “Variable Voting Shares.”
The exemptions are subject to conditions, including public disclosure of the exemptions and their terms, and compliance with modified calculation methods for determining ownership percentages. The relief is based on the fact that both classes of shares have identical economic attributes, are freely tradable under the same symbol, and are automatically convertible based on the shareholder’s residency status in the U.S.
The decision is grounded in various legislative instruments, including National Instrument 62-104 Take-Over Bids and Issuer Bids, National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, National Instrument 51-102 Continuous Disclosure Obligations, National Instrument 41-101 General Prospectus Requirements, and Ontario Securities Commission Rule 56-501 Restricted Shares.