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Minister of Energy (Ontario) and Hydro One Limited

2022-07-28 | Decision | Securities Act, 11-203, 51-102 | Issuers, Mergers and acquisitions | https://www.osc.ca/en/securities-law/orders-rulings-decisions/minister-energy-ontario-and-hydro-one-limited-0

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 74, 121(2)(a)(ii). National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions. National Instrument 51-102 Continuous Disclosure Obligations. National Instrument 62-103 The Early Warning System and Related Take-over Bid and Insider Reporting Issues. National Instrument 62-104 Take-Over Bids and Issuer Bids.


The Ontario Securities Commission granted exemptive relief to the Province of Ontario, as represented by the Minister of Energy, and various provincial government entities (collectively referred to as Non-Aggregated Holders) from certain requirements under securities legislation. This relief pertains to the take-over bid, early warning, insider reporting, and control block distribution requirements concerning their investments in Hydro One Limited, Hydro One Inc., and Hydro One Holdings Limited.

The relief is conditional on the independence of investment decisions regarding these entities, ensuring that no joint actions or influence over decisions occur among the Non-Aggregated Holders. The relief also stipulates compliance with other applicable securities laws and reporting obligations, albeit with the ability to treat their holdings separately from other Non-Aggregated Holders.

The decision is based on the understanding that the Non-Aggregated Holders, including the Minister of Energy, make investment decisions independently and not with the intent to control Hydro One. It acknowledges that aggregating their holdings could hinder the Minister of Energy’s public mandate and the investment activities of other Non-Aggregated Holders.

The granted relief is subject to a sunset provision, which will terminate the relief after five years or if the Non-Aggregated Holder becomes subject to substantially similar disclosure requirements that necessitate aggregation of holdings.

The decision is underpinned by various securities regulations, including the Securities Act (Ontario), National Policy 11-203, National Instrument 51-102, National Instrument 62-103, and National Instrument 62-104. Erin O’Donovan, Acting Manager of Corporate Finance, and David Mendicino, Manager of the Office of Mergers & Acquisitions, both from the Ontario Securities Commission, rendered the decision.