The Securities Commission has granted an exemption to an unlisted filer from the restriction on issuing convertible securities as outlined in Section 2.3 of both National Instrument 44-101 Short Form Prospectus Distributions and National Instrument 44-102 Shelf Distributions. This exemption allows the filer to issue preferred shares or debt securities that are convertible into other securities of the filer, provided that these securities meet certain designated rating requirements.
The filer, a corporation organized under the Canada Business Corporations Act with its head office in Calgary, Alberta, is a reporting issuer in multiple Canadian jurisdictions. Although the filer’s common shares were previously listed on the Toronto Stock Exchange, they were delisted following an all-cash transaction. The filer remains a reporting issuer due to the wide distribution of its medium-term notes.
The exemption was granted on the condition that the proposed convertible securities to be distributed have received a provisional designated rating, are not at risk of being downgraded below a designated rating, and have not been given a final rating lower than a designated rating. Additionally, the filer must reasonably believe that the securities into which the convertible securities could be converted would also meet these rating criteria at the time of distribution.
This decision allows the filer to proceed with the issuance of convertible securities under its existing base shelf prospectus, expanding its financing options despite not having equity securities listed on a recognized exchange.