The Ontario Securities Commission granted Brookfield Office Properties Inc. (the Filer) an exemption from the formal issuer bid requirements stipulated in Part 2 of National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104). This exemption pertains to the Filer’s repurchase of 800,000 Class AAA Preference Shares, Series Z (the Subject Shares) from two shareholders (the Selling Shareholders), who are sophisticated investors and qualify as accredited investors.
The Filer is a reporting issuer in Canada, and the Subject Shares are not publicly listed or convertible into any listed shares. The Filer intends to repurchase the Subject Shares at a redemption price of $25.00 per share, plus accrued and unpaid dividends. The repurchase constitutes an issuer bid under NI 62-104, which typically requires an issuer bid circular and other formal requirements to protect investors.
However, the Filer sought relief from these requirements, arguing that the Selling Shareholders are knowledgeable and do not require the same level of protection as the general public. The Commission agreed, provided that certain conditions are met: no other shareholders hold the Subject Shares at the time of purchase, all holders are invited to tender their shares on identical terms, no material undisclosed information exists at the time of the agreements or purchases, and the Selling Shareholders acknowledge the exemption and their status as accredited investors.
The decision was made on February 28, 2023, under the authority of section 6.1 of NI 62-104, and it was determined that granting this exemption would not be prejudicial to the public interest.