The Securities Commission granted a Danish listed company, Better Collective A/S, an exemption similar to the one provided to designated foreign issuers under Part 5 of National Instrument 71-102 and other related regulations. This exemption was necessary because Denmark is not listed as a designated foreign jurisdiction. The relief exempts Better Collective from certain continuous disclosure requirements, insider reporting obligations, and early warning requirements for acquisitions of its voting or equity securities.
The decision was based on several conditions, including Better Collective’s compliance with Danish capital markets regulations, which are deemed as rigorous as those in Canada and certain designated foreign jurisdictions. The company must continue to be incorporated in Denmark, with less than 50% of its voting securities owned by Canadian residents, and its business must not be principally administered in Canada. Additionally, Better Collective’s securities must not be registered under the U.S. Securities Exchange Act of 1934.
Better Collective must file on SEDAR+ all documents required by Danish regulations, including financial statements prepared in accordance with International Financial Reporting Standards as adopted by the EU. The exemption is conditional upon Better Collective’s compliance with Danish disclosure requirements and timely public disclosure of material information in Canada.
The exemption for insiders from reporting requirements is granted provided they comply with Danish insider reporting regulations. Similarly, the exemption from early warning requirements for acquirers of Better Collective’s securities is contingent upon compliance with Danish beneficial ownership reporting requirements.
The granted exemptions are subject to a five-year expiration from the date of the decision. All documents filed on SEDAR+ must be in English, and if translated, must be accompanied by a certificate of accuracy.
The decision is underpinned by various legislative provisions, including the Securities Act, R.S.O. 1990, c. S.5, as amended, and multiple National Instruments covering continuous disclosure obligations, acceptable accounting principles, audit committees, insider reporting, and early warning systems, among others.