The Ontario Securities Commission granted Northstar Gaming Holdings Inc. an exemption from the requirement to hold a shareholder meeting and send an information circular for proposed related party transactions. The exemption is based on the company’s plan to issue securities to related parties, including Playtech plc and certain insiders, which would normally require minority shareholder approval under Multilateral Instrument 61-101 (MI 61-101).
Northstar received written confirmations from shareholders holding a majority of the eligible shares indicating their intent to consent to the transactions. The company provided detailed disclosure of the transactions in a document filed on SEDAR+ and given to consenting shareholders, satisfying the information requirements of MI 61-101.
The exemption is conditional on the company not obtaining executed consents until at least 14 days after providing the disclosure document and written consent form to shareholders, and not closing the transactions until these shareholders have had at least 14 days to review the materials and at least 14 days have passed since filing the documents on SEDAR+.
The transactions are exempt from the formal valuation requirement but subject to minority approval requirements, which the company intends to obtain through written consent rather than a shareholder meeting, provided that no undue inducements are offered for such consents.
The decision is supported by securities legislation, specifically sections 5.3, 5.6, 8.1, and 9.1(2) of MI 61-101, and section 3.1 of Companion Policy 61-101CP to MI 61-101. The exemption is granted with conditions to ensure fairness and transparency in the process.