The Ontario Securities Commission (OSC) granted VM Hotel Acquisition Inc. (the Filer) exemptions from certain requirements related to restricted securities under multiple securities regulations. These exemptions pertain to the Filer’s common shares and proportionate voting shares (PV Shares) in connection with prospectus filings, continuous disclosure documents, and other regulatory documents.
Key facts include:
– The Filer is a special purpose acquisition corporation (SPAC) that plans to acquire The Pyure Company Inc. through a qualifying acquisition.
– The Filer’s capital includes class A restricted voting shares, class B shares, common shares, and PV Shares.
– Upon completion of the qualifying acquisition, the PV Shares will have multiple votes per share, which technically makes the common shares “restricted securities” under existing regulations.
The exemptions were granted based on the following conditions:
– The PV Shares will be the only class with multiple votes per share.
– The Filer will not have any other restricted securities or shares issued other than the common shares.
– The Filer’s disclosure documents will include information consistent with the representations made.
The relevant laws and regulations underpinning the outcome include:
– National Instrument 41-101 General Prospectus Requirements (NI 41-101)
– National Instrument 44-101 Short Form Prospectus Distributions (NI 44-101)
– National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102)
– OSC Rule 56-501 Restricted Shares
The decision allows the Filer to refer to its common shares as such in prospectuses and other documents without the need to comply with certain restricted security disclosure requirements, provided that the conditions outlined are met.