The Securities Commission granted an exemption to a real estate investment trust (the Filer) from the requirement to file a business acquisition report (BAR) for two separate acquisitions that were deemed not significant from a practical, commercial, business, or financial perspective, despite meeting the technical thresholds for significance under National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102). The acquisitions in question involved the purchase of three manufactured housing communities in Evansville, Indiana, and two in Dry Ridge, Kentucky, for approximately US$9.0 million and US$2.5 million, respectively.
The Filer, established in Ontario and listed on the Toronto Stock Exchange, had not completed a full fiscal year and its most recent financial statements did not reflect the closing of its initial public offering (IPO) or the acquisition of its initial portfolio. Consequently, the acquisitions met the technical criteria for significance under Part 8 of NI 51-102, which would typically require the filing of a BAR.
However, the Filer argued that the acquisitions were not significant in a practical sense, as they represented only a small percentage of the Filer’s actual assets and lot count. The Commission agreed with this assessment and granted the exemption, also exempting the Filer from disclosing each acquisition as a significant acquisition in a short form prospectus under National Instrument 44-101 – Short Form Prospectus.
The decision was made in accordance with Section 13.1 of NI 51-102 and Section 8.1 of National Instrument 44-101, and it was facilitated by the Process for Exemptive Relief Applications in Multiple Jurisdictions, with the Ontario Securities Commission acting as the principal regulator. The exemption was also recognized across multiple Canadian jurisdictions through Multilateral Instrument 11-102 Passport System.