The Ontario Securities Commission granted Brookfield Corporation (the Filer) an exemption from the requirement to incorporate certain sections of a previously filed management information circular in any future short form prospectuses, including base shelf prospectuses. This exemption was granted under the securities legislation of Ontario, specifically referencing item 11.1(1)(7) of Form 44-101F1 Short Form Prospectus and National Instrument 44-102 Shelf Distributions.
The Filer, a corporation in good standing under the Business Corporations Act (Ontario), is a reporting issuer in all Canadian provinces and territories and is listed on both the New York Stock Exchange and the Toronto Stock Exchange. The Filer has met the basic qualification criteria for filing a short form prospectus under National Instrument 44-101.
The exemption pertains to sections of a circular related to a completed plan of arrangement involving the distribution of shares of Brookfield Asset Management Ltd. to existing shareholders and the acquisition of a 25% interest in Brookfield Asset Management ULC by the Manager. The Filer argued that the specified sections of the circular, which include financial statements and other information about the Manager post-arrangement, are no longer material or relevant to the Filer or potential investors.
The Commission agreed with the Filer’s assessment, concluding that incorporating these sections into future prospectuses would not benefit shareholders or potential investors. The exemption was granted on the condition that the Filer continues to meet the basic qualification criteria for a short form prospectus, complies with other applicable requirements, and discloses in each prospectus that it has obtained this exemptive relief, including how to obtain a copy of the decision.