The Securities Commission has granted an exemption from the prospectus requirement to a private, not-for-profit corporation, The Calgary Airport Authority, for the distribution of non-convertible debentures. The exemption is conditional and subject to specific provisions of the Securities Act and related instruments.
Key Facts:
– The Calgary Airport Authority is a not-for-profit entity established in Alberta.
– It is not a reporting issuer and has no history of default in securities legislation.
– The entity is restricted from issuing shares by the Regional Airports Authorities Act (RAA Act).
– Its existing securities consist of non-convertible debentures owned by the Province of Alberta.
– The entity cannot utilize the Private Issuer Exemption as its constating documents do not restrict the transfer of securities.
Reasoning:
– The exemption is granted based on the entity’s compliance with certain conditions of the Private Issuer Exemption, except for the transfer restrictions.
– The RAA Act and RAA Regulation do not allow the entity to issue shares, which aligns with the intent of the Private Issuer Exemption.
Outcome:
– The exemption is approved, allowing the distribution of non-convertible debentures without a prospectus.
– The exemption is contingent upon the entity meeting specific criteria at the time of offering and no changes being made to the RAA Act or RAA Regulation that would allow share issuance.
– The first trade of the debentures must comply with section 2.6 of National Instrument 45-102 Resale of Securities.
Relevant Laws and Regulations:
– Securities Act, R.S.O. 1990, c. S.5, as amended, section 74.
– National Instrument 45-106 Prospectus Exemptions, section 2.4.
– National Instrument 45-102 Resale of Securities, section 2.6.
– Regional Airports Authorities Act (RAA Act).
– Regional Airports Authorities Regulation (RAA Regulation).