Summary:
The Securities Commission has granted Power Financial Corporation (the Filer) an exemption from various continuous disclosure obligations on the condition that its parent company, Power Corporation of Canada (PCC), complies with all of its own continuous disclosure obligations. The exemptions apply to the requirements for filing annual financial statements, interim financial reports, management’s discussion and analysis (MD&A), annual information forms (AIFs), material change reports, business acquisition reports (BARs), and executive compensation disclosure.
The Filer is also exempted from certain short form prospectus eligibility requirements and content requirements, provided that PCC meets specific conditions. These exemptions are contingent on PCC maintaining its status as a reporting issuer, not being a venture issuer, and continuing to own all voting and equity securities of the Filer. Additionally, PCC’s business must remain substantially the same as the Filer’s, with no material operations, assets, or liabilities outside of its holdings in the Filer.
The exemptions are based on the premise that PCC’s continuous disclosure documents, which include the Filer’s financial information, are filed under both PCC’s and the Filer’s profiles on the System for Electronic Document Analysis and Retrieval (SEDAR). The Filer must also ensure that Canadian-resident registered holders of its publicly distributed securities receive all continuous disclosure materials that PCC provides to its security holders.
The decision is supported by various securities regulations, including National Instrument 51-102 (Continuous Disclosure Obligations), National Instrument 52-109 (Certification of Disclosure in Issuers’ Annual and Interim Filings), National Instrument 44-101 (Short Form Prospectus Distributions), and National Instrument 44-102 (Shelf Distributions). The exemptions are conditional upon the Filer and PCC meeting the requirements set out in the decision, which include specific provisions for the filing of documents, disclosure of material changes, and maintenance of certain financial ratios.
The decision was made by the Autorité des marchés financiers as the principal regulator, with the agreement of the securities regulatory authority in Ontario, and is applicable across multiple Canadian jurisdictions.