The Securities Commission granted an issuer relief from certain requirements related to restricted securities under multiple instruments and rules, subject to conditions. The relief pertains to National Instruments 41-101, 44-101, 51-102, and OSC Rule 56-501, which generally regulate prospectus requirements, continuous disclosure obligations, and restricted share terms.
The issuer, incorporated under the Business Corporations Act (British Columbia), sought exemptions from provisions that would otherwise restrict its use of the term “common” for its common shares and require additional disclosure due to the existence of another class of shares with greater voting rights, known as Proportionate Voting Shares.
The Commission’s decision allows the issuer to avoid these restrictions, provided that at the time of reliance on the exemptions, the issuer’s representations regarding the nature and terms of the Common Shares and Proportionate Voting Shares remain true, no other restricted securities are outstanding other than the Common Shares, and any prospectus or continuous disclosure documents include disclosure consistent with the representations.
The relief is granted on the basis that the issuer’s Proportionate Voting Shares were created to comply with U.S. foreign private issuer status and are held by former shareholders of a U.S. entity acquired by the issuer. The exemptions are contingent on the issuer maintaining the current structure and terms of its shares as described in its representations.