The Securities Commission has granted an exemption to GE Capital Canada Funding Company (GE Canada) and General Electric Company (GE) from certain continuous disclosure, certification, audit committee, and corporate governance requirements, subject to conditions. The exemption was given because GE Canada, a subsidiary of GE, does not meet the specific condition of compiling consolidated summary financial information for non-credit supporter subsidiaries that represent more than 3% of consolidated operations.
The exemption is based on several factors, including GE Canada’s status as a reporting issuer, its limited operations beyond managing its debt securities, and the undue burden that would be imposed by the requirement to provide certain tabular disclosures. GE Canada is primarily a funding entity for its Canadian affiliates and has no intention to issue additional notes beyond the outstanding tranches.
The relief is contingent upon GE Canada and GE continuing to meet all other conditions set forth in Section 13.4(2) of National Instrument 51-102, except for the specific requirement they are unable to fulfill. Additionally, GE must disclose any significant restrictions on obtaining funds from subsidiaries and the nature and amount of restricted net assets.
The relevant legislative provisions underpinning the outcome include National Instrument 51-102 Continuous Disclosure Obligations, National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, National Instrument 52-110 Audit Committees, and National Instrument 58-101 Corporate Governance Practices. The decision was made under the securities legislation of Ontario, with the Ontario Securities Commission acting as the principal regulator.