The Securities Commission granted Canaccord Genuity Group Inc. an exemption from the requirement to send a directors’ circular within 15 days following a take-over bid, as stipulated in subsection 2.17(1) of National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104). The exemption was provided under the condition that the circular would be filed and sent by April 11, 2023, to all parties entitled to receive the offer. The company must also issue a news release disclosing the exemption, notify the offeror, and refrain from issuing a deposit news release until at least 20 days after the circular is sent.
The decision was influenced by recent changes to the company’s Board and Special Committee, and the engagement of new legal and financial advisors, which prevented the Board from sending a compliant directors’ circular within the prescribed timeframe. The exemption is based on the provisions of NI 62-104 and Multilateral Instrument 11-102 Passport System, as well as the Securities Act, R.S.O. 1990, c. S.5. The British Columbia Securities Commission acted as the principal regulator, and the decision also applies to Ontario and other Canadian jurisdictions where the company is a reporting issuer.