The Ontario Securities Commission granted an exemption to a closed-end unincorporated trust (the Filer) from the requirement to include certain historical financial information in a business acquisition report (BAR) for recently acquired properties. The exemption was granted under section 13.1 of National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102), which normally requires detailed financial disclosure for significant acquisitions.
The Filer, a reporting issuer in multiple Canadian jurisdictions, had acquired properties for which it could not obtain complete historical financial information. However, it was able to provide alternative financial disclosures that were deemed adequate for investors to understand the impact of the acquisitions on the Filer’s financial condition and performance.
The Filer was required to include or incorporate by reference the alternative financial disclosures in the BAR, which consisted of various financial statements and an independent fair market value appraisal. These disclosures were considered sufficient to meet the legislative requirements and investor needs, despite the absence of certain historical financial data for the period prior to the acquisition dates of the recently acquired properties.
The decision was based on the principle that the provided information would not be materially misleading and would allow investors to make informed decisions. The exemption was contingent on the inclusion of the alternative financial disclosures in the BAR.