The Securities Commission granted Brookfield Reinsurance Ltd. an exemption from the requirement to call a meeting and send an information circular to holders of affected securities for a proposed related party transaction. This decision is based on Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (MI 61-101), specifically sections 5.3, 5.6, 8.1, and 9.1(2), and is subject to conditions.
Key facts include:
– Brookfield Reinsurance Ltd. and Brookfield Corporation filed a preliminary prospectus for an exchange offer of up to 40,000,000 Brookfield Class A Shares for class A-1 exchangeable non-voting shares.
– Insiders of Brookfield Reinsurance Ltd. holding Brookfield Class A Shares may participate in the exchange offer, potentially making it a related party transaction under MI 61-101.
– Brookfield Corporation, as the sole beneficial holder of the issuer’s equity securities, provided written consent to the exchange offer.
– Brookfield Reinsurance Ltd. obtained disinterested shareholder approval for the issuance of exchangeable shares in connection with the exchange transactions.
The exemption was granted on the condition that Brookfield Corporation does not revoke its consent before the exchange offer expires, and that all necessary disclosures are made in the news release and final prospectus. The exemption is also contingent on no other outstanding shareholder approvals being required for the transaction.