The Ontario Securities Commission granted an issuer relief from certain requirements related to restricted securities under multiple national instruments and an OSC rule. The relief is conditional and pertains to the issuer’s common shares and a new class of proportionate voting shares, which are being created to maintain the issuer’s status as a foreign private issuer under U.S. securities laws.
Key facts include the issuer’s corporate structure, the listing of its common shares on the Canadian Securities Exchange, and the upcoming shareholder vote to create proportionate voting shares. These shares will have different voting rights and conversion features compared to common shares.
The relief allows the issuer to avoid the restricted security designation for its common shares, which would otherwise be triggered by the creation of the proportionate voting shares. The exemptions apply to future prospectuses, continuous disclosure documents, and certain other regulatory filings, provided that the issuer meets ongoing conditions related to its capital structure and disclosure.
The relevant laws and regulations include National Instrument 41-101 General Prospectus Requirements, National Instrument 44-101 Short Form Prospectus Distributions, National Instrument 51-102 Continuous Disclosure Obligations, and OSC Rule 56-501 Restricted Shares. The exemptions are granted subject to the issuer maintaining the representations made about the characteristics of the common and proportionate voting shares and not having any other restricted securities or shares issued and outstanding.