The Ontario Securities Commission granted Brookfield Business Corporation (BBUC) and Brookfield Asset Management Inc. (collectively, the Filers) exemptions from certain prospectus and distribution requirements under securities legislation. The exemptions pertain to the distribution and exchange of class A exchangeable subordinate voting shares of BBUC and non-voting limited partnership units of Brookfield Business Partners L.P. (BBU) under a rights agreement.
Key points of the decision include:
1. Exemption from the prospectus requirements for specific trades in BBU units made in connection with the distribution and exchange of BBUC’s exchangeable shares, as per the rights agreement.
2. Exemption for BBUC from the requirement that an issuer’s equity securities be listed on a short form eligible exchange under subsection 2.2(e) of National Instrument 44-101 Short Form Prospectus Distributions (NI 44-101).
3. Exemption for BBUC from the requirement that securities distributed under an at-the-market (ATM) prospectus be equity securities, as per paragraph 9.3(1)(b) of National Instrument 44-102 Shelf Distributions (NI 44-102).
The exemptions are conditional upon BBUC meeting other qualifications for filing a short form prospectus and the BBU units being equity securities under NI 44-102. The decision is based on the rationale that the exchangeable shares are economically and functionally equivalent to BBU units, and the exemptions are not contrary to the public interest.
The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, and the relevant National Instruments, including NI 44-101, NI 44-102, and Multilateral Instrument 11-102 Passport System. The exemptions are subject to specific terms and conditions outlined in the decision.