The Securities Commission granted an exemption from the prospectus requirement to a non-profit company operating a professional sports team in the United States, allowing it to offer common stock. The company, established under Wisconsin non-profit corporation law, does not intend to become a reporting issuer in any jurisdiction nor is its stock traded on any exchange. It is not in default of any securities legislation.
The company’s articles state it is non-profit sharing, with profits donated to a charitable foundation or local charities. It operates a National Football League franchise, with proceeds supporting charitable activities. The offering aims to raise funds for stadium improvements, not operational expenses, and is to be conducted in multiple jurisdictions until a specified date or until fully subscribed.
The offering will be made through an offering document and subscription agreement, with information available on the company’s website. No dividends or profits will benefit shareholders, and shares cannot be freely transferred. The company previously conducted similar offerings in the U.S. under a no-action letter from the SEC, stating the shares were not considered securities under U.S. federal law.
The exemption is subject to conditions, including the company’s exclusive non-profit purpose, no net earnings benefiting security holders, use of proceeds for capital improvements, no remuneration paid for the sale of shares except for advertising and marketing services, and provision of the offering document to purchasers. The prospectus requirements will apply to the first trade of shares acquired by Canadian purchasers unless specific ownership conditions are met.
The decision is underpinned by the Securities Act, R.S.O. 1990, c. S.5, as amended, and relies on exemptions outlined in National Policy 11-203 and Multilateral Instrument 11-102. The outcome allows the company to proceed with its offering without a prospectus, provided it adheres to the stated conditions.