The Ontario Securities Commission granted exemptive relief to an issuer from several requirements to facilitate the distribution of Canadian Depositary Receipts (CDRs) through marketplace facilities. The relief includes exemptions from:
1. Prospectus delivery requirements, withdrawal rights, and remedies for non-delivery under section 71 of the Securities Act.
2. Fixed price distribution and filing of a pricing supplement under NI 41-101 and NI 44-102.
3. Prospectus form requirements, including statements related to prospectus delivery and statutory rights of withdrawal and remedies.
4. The requirement to include an underwriter’s certificate in a base shelf prospectus for CDRs.
5. The time limit for distribution on a best efforts basis under section 8.2 of NI 41-101.
6. Restrictions on specified firm registrants acting as direct underwriters for connected or related issuers under NI 33-105.
7. Purchasing restrictions during the offering period under OSC Rule 48-501.
The relief is subject to conditions, including compliance with Capitalization and Liquidity Standards, maintenance of a continuous disclosure website for the CDR program, and non-cooperation with Underlying Issuers to use CDRs as a financing vehicle. The decision will terminate upon the enactment of specific legislation regulating CDRs. The exemptive relief is intended to provide Canadian investors with efficient access to ownership of foreign equity securities through CDRs, denominated in Canadian dollars and traded on Canadian markets.