The Securities Commission granted an exemption to Brookfield Infrastructure Corporation Exchange Limited Partnership (the Issuer) and its insiders from certain continuous disclosure, certification, insider reporting, audit committee, and corporate governance requirements. The exemption was necessary because the Issuer’s exchangeable security structure did not meet specific criteria under existing securities legislation due to the non-voting nature of the exchangeable securities and the ownership of other securities by a different entity than the issuer of the underlying securities.
The key conditions for the exemption are similar to those in section 13.3 of National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102). The Issuer and the related filers must continue to meet certain conditions, including no material changes to the provisions of the exchangeable securities and the underlying securities.
The relevant legislative provisions include the Securities Act, R.S.O. 1990, c. S.5, as amended, and various National Instruments such as NI 51-102, NI 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, NI 52-110 Audit Committees, NI 55-102 System for Electronic Disclosure by Insiders (SEDI), NI 55-104 Insider Reporting Requirements and Exemptions, and NI 58-101 Disclosure of Corporate Governance Practices.
The decision was made by the Ontario Securities Commission, which is the principal regulator for this application, and the exemption was granted under the condition that the Issuer and the filers comply with the modified conditions set forth in the decision.