The Securities Commission granted an exemption to Brookfield Reinsurance Ltd. from the requirement under paragraph 9.3(1)(b) of National Instrument 44-102 Shelf Distributions, which stipulates that only equity securities can be distributed using at-the-market (ATM) shelf procedures. This exemption allows the company to distribute Class A-1 Exchangeable Shares, which do not carry a residual right to participate in the company’s assets upon liquidation and therefore are not considered equity securities under the legislation.
The decision was based on the understanding that the Class A-1 Exchangeable Shares are economically equivalent to Brookfield Corporation’s Class A Shares, which are equity securities. The exemption was deemed not to be prejudicial to the public interest.
The exemption is conditional upon the company meeting other requirements for ATM distributions under section 9.3 of NI 44-102, distributing only Class A-1 Exchangeable Shares, and the Brookfield Class A Shares qualifying as equity securities under NI 44-102. The relevant laws and regulations include National Instrument 44-102 Shelf Distributions, the Securities Act (Ontario), and Multilateral Instrument 11-102 Passport System.