The Securities Commission granted Aurinia Pharmaceuticals Inc. (the Filer) an exemption from certain Canadian securities regulations, allowing the company to distribute proxy-related materials to both registered and beneficial securityholders in accordance with U.S. federal securities law, specifically Rule 14a-16 under the Securities Exchange Act of 1934. This decision is based on the company’s inability to meet the criteria for automatic exemptions due to over 50% of its consolidated assets being located in Canada. However, the company demonstrated that the majority of its voting securities are held by non-Canadian residents, its executive officers and directors are primarily non-residents, and its business is mainly administered outside of Canada.
The exemption is subject to the condition that the company complies with all other requirements of the automatic exemptions, except for the condition related to the location of consolidated assets. The company will use a notice-and-access model to inform securityholders about the availability of proxy materials online and provide instructions for requesting paper or email copies at no charge. The decision was made under the authority of National Instrument 51-102 Continuous Disclosure Obligations and National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer, and it applies to jurisdictions in Canada where the company is a reporting issuer. The British Columbia Securities Commission is the principal regulator for this application, and the decision also reflects the agreement of the securities regulatory authority in Ontario.