The Securities Commission has granted an exemption to a credit support issuer and its associated trust from certain continuous disclosure, certification, insider reporting, prospectus qualification, and prospectus disclosure requirements under securities law, subject to conditions. This decision replaces a previous order from 2017.
The credit support issuer has securities outstanding that do not meet the exemption conditions in section 13.4 of National Instrument 51-102 because they lack a full and unconditional guarantee from the credit supporter. Regulatory capital requirements prevent such a guarantee. Despite this, exemptions are granted due to alternative credit support provided by the issuer’s parent company, which is also the principal regulator.
The exemptions are contingent on the issuer and trust meeting specific conditions, including being regulated by the Office of the Superintendent of Financial Institutions, the parent company owning all voting securities of the issuer, and the issuer not having any securities outstanding other than those specified in the decision.
The issuer and trust must also comply with public disclosure requirements, file material change reports for changes not related to the parent company, and send disclosure materials to security holders as required by law. Additionally, the trust must not carry out any operating activity other than administration and repayment of its securities.
The exemptions are also subject to the issuer and trust not filing their own annual and interim filings, and insiders of the issuer are exempt from filing insider profiles and insider reports under certain conditions.
The decision includes exemptions for the issuer from prospectus qualification and disclosure requirements, provided that any offerings are of preferred shares subject to a guarantee by the parent company and that the issuer complies with specific filing and disclosure conditions.
The exemptions will cease if there are substantive amendments to the relevant National Instruments or Forms that materially affect the exemptions, or if there is a material adverse change in the representations of the issuer or trust. The previous order from 2017 is revoked by this decision.