The Securities Commission has granted an issuer relief from certain requirements related to restricted securities under multiple National Instruments and an OSC Rule, subject to conditions. The relief pertains to the issuer’s common shares and proportionate voting shares (PV Shares) in the context of prospectus disclosures, prospectus filing eligibility, continuous disclosure obligations, and certain documentation requirements.
Key regulations involved include:
– National Instrument 41-101 General Prospectus Requirements (NI 41-101)
– National Instrument 44-101 Short Form Prospectus Distributions (NI 44-101)
– National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102)
– OSC Rule 56-501 Restricted Shares (OSC Rule 56-501)
The issuer, a special purpose acquisition corporation, is undergoing a qualifying acquisition involving two target businesses. The issuer’s capital consists of multiple share classes, including Class A restricted voting shares, Class B shares, Common Shares, and PV Shares. Upon completion of the acquisition, Class A and Class B shares will convert into Common Shares and PV Shares, respectively.
The PV Shares will have multiple votes per share, which technically affects the status of the Common Shares under the Restricted Security Rules. Without the exemptions, the Common Shares would be considered restricted securities due to the greater voting rights of the PV Shares.
The exemptions are granted on the condition that the issuer’s share structure and the rights attached to the Common Shares and PV Shares remain as described in the application, and that there are no other restricted securities or shares issued and outstanding other than the Common Shares. Additionally, the issuer must include disclosure consistent with the representations in its prospectuses and continuous disclosure documents.
The outcome allows the issuer to refer to its Common Shares as such and to avoid certain disclosure requirements that would otherwise apply to restricted securities. The decision is based on the issuer’s representations and is subject to ongoing compliance with the specified conditions.