The Securities Commission granted exemptive relief to a corporation and its partnership from certain requirements under National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104), continuous disclosure obligations, and other related regulations. The relief allows the corporation to calculate take-over bid thresholds, news release requirements, issuer bid requirements, and early warning requirements based on the aggregate number of its two classes of listed securities, rather than on a per-class basis. This decision was made to facilitate the corporation’s ability to maintain its status as Canadian-controlled for regulatory, financing, and contractual purposes.
The corporation’s listed securities are divided into two classes based on the Canadian status of the holder, but they are economically equivalent and mandatorily inter-convertible upon a change in the holder’s Canadian status. The securities trade under the same ticker symbol and CUSIP.
Additionally, the corporation is permitted to provide disclosure on significant shareholders on a combined basis for its two classes of listed securities in its information circular. The corporation is also granted relief from the prescribed restricted security term and restricted share term requirements under various National Instruments and Ontario Securities Commission Rules, allowing it to refer to its Class B variable voting shares, Class B limited partnership units, and Class C limited voting shares by specified alternative terms.
The relief is conditional upon the corporation disclosing the exemptive relief and the terms of the decision in its final prospectus and subsequent continuous disclosure documents, not issuing any Super Voting Shares, and not issuing any Preferred Shares that would affect the existing restrictions on the Class B Variable Voting Shares and the Class C Limited Voting Shares. The corporation must also comply with the conditions set out in the decision for each type of relief granted.