The Securities Commission has granted an issuer, subject to foreign ownership restrictions in the aviation industry, exemptions from certain requirements of National Instrument 62-104 Take-Over Bids and Issuer Bids and National Instrument 51-102 Continuous Disclosure Obligations. The issuer has a dual class share structure, with Common Shares for Canadians and Variable Voting Shares for non-Canadians, which are inter-convertible based on the shareholder’s status. The exemptions allow the issuer to calculate take-over bid thresholds, early warning thresholds, and news release requirements based on the aggregate number of voting securities rather than on a per-class basis. Additionally, the issuer can disclose information on significant shareholders on a combined basis in its information circular.
The exemptions are conditional upon public disclosure of the exemptions’ terms, inclusion of the terms in annual information forms and management information circulars, and compliance with the modified calculation methods for ownership percentages. The exemptions are intended to accommodate the issuer’s unique share structure, which was established solely to comply with the Canada Transportation Act’s foreign ownership restrictions. The British Columbia Securities Commission is the principal regulator, and the decision also applies to multiple Canadian jurisdictions as specified.