The Securities Commission granted an issuer, Cronos Group Inc., relief to distribute proxy-related materials to both registered and beneficial securityholders using a delivery method allowed under U.S. federal securities law. This decision is based on the issuer’s compliance with Rule 14a-16 under the U.S. Securities Exchange Act of 1934, despite the fact that more than 50% of the issuer’s consolidated assets are located in Canada and its business is principally administered in Canada.
The relief is conditional upon the issuer meeting all other requirements of the Automatic Exemptions at the time of sending notifications for a meeting, except for the location of assets and principal administration. The issuer must also ensure that Canadian residents do not own more than 50% of the voting securities.
The issuer will use notice-and-access to deliver proxy materials, providing a notice with detailed information about the meeting and instructions on how to access the materials online or request a paper copy. The issuer will also arrange for delivery of notices to beneficial owners through intermediaries and will handle requests for proxy materials through Broadridge and TSX Trust Company or equivalent agents.
The decision is supported by National Instrument 51-102 Continuous Disclosure Obligations and National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer, with specific reference to sections 9.1, 9.1.5, and 13.1 of NI 51-102, and sections 2.7, 9.1.1, and 9.2 of NI 54-101.