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The Ontario Securities Commission
OSC Bulletin
March 7, 2019
Volume 42, Issue 10
(2019), 42 OSCB
The Ontario Securities Commission administers the
Securities Act of Ontario (R.S.O. 1990, c. S.5) and the
Commodity Futures Act of Ontario (R.S.O. 1990, c. C.20)
The Ontario Securities Commission Published under the authority of the Commission by:
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Office of the Secretary: Fax: 416-593-2318The OSC Bulletin is published weekly by Thomson Reuters Canada, under the authority of the Ontario Securities Commission.
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© Copyright 2019 Ontario Securities Commission
ISSN 0226-9325
Except Chapter 7 ©CDS INC.
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Email CustomerSupport.LegalTaxCanada@TR.comTable of Contents
Chapter 1 Notices ................................................... 1957 Chapter 12 Registrations ......................................... 2151
1.1 Notices .......................................................... 1957 12.1.1 Registrants..................................................... 2151
1.1.1 CSA Staff Notice 11-341 Withdrawal
of Staff Notices ............................................... 1957 Chapter 13 SROs, Marketplaces,
1.2 Notices of Hearing......................................... (nil) Clearing Agencies and
1.3 Notices of Hearing with Related Trade Repositories ............................... 2153
Statements of Allegations ............................ (nil) 13.1 SROs ............................................................. 2153
1.4 Notices from the Office 13.1.1 IIROC – Housekeeping Amendments to
of the Secretary ............................................ 1959 Form 1 to Adopt IFRS for Leases –
1.4.1 BDO Canada LLP........................................... 1959 Notice of Commission Deemed Approval ...... 2153
1.5 Notices from the Office 13.1.2 IIROC – Housekeeping Amendment to
of the Secretary with Related Schedule 7A of Form 1 – Notice of
Statements of Allegations ............................ (nil) Commission Deemed Approval ..................... 2154
13.1.3 CIPF – Amendments to CIPF By-Law
Chapter 2 Decisions, Orders and Rulings ............ 1961 No. 1 – Notice of Commission Approval ........ 2155
2.1 Decisions ...................................................... 1961 13.2 Marketplaces .................................................. (nil)
2.1.1 Naspers Limited ............................................ 1961 13.3 Clearing Agencies.......................................... (nil)
2.1.2 Ritchie Bros. Auctioneers Incorporated .......... 1964 13.4 Trade Repositories ........................................ (nil)
2.1.3 Canaccord Genuity Growth Corp. .................. 1969
2.1.4 Power Corporation of Canada ........................ 1975 Chapter 25 Other Information ................................... (nil)
2.1.5 Power Financial Corporation .......................... 1980
2.2 Orders............................................................ 1985 Index............................................................................ 2157
2.2.1 BDO Canada LLP........................................... 1985
2.2.2 Cortex Business Solutions Inc. ...................... 1985
2.2.3 Yellowhead Mining Inc.................................... 1986
2.2.4 First Capital Realty Inc. – s. 6.1 of NI 62-104
Take-Over Bids and Issuer Bids ..................... 1987
2.3 Orders with Related Settlement
Agreements.................................................... (nil)
2.4 Rulings ........................................................... (nil)
Chapter 3 Reasons: Decisions, Orders and
Rulings .................................................... (nil)
3.1 OSC Decisions............................................... (nil)
3.2 Director’s Decisions ...................................... (nil)
Chapter 4 Cease Trading Orders ........................... 1991
4.1.1 Temporary, Permanent & Rescinding
Issuer Cease Trading Orders ......................... 1991
4.2.1 Temporary, Permanent & Rescinding
Management Cease Trading Orders .............. 1991
4.2.2 Outstanding Management & Insider
Cease Trading Orders .................................... 1991
Chapter 5 Rules and Policies.................................. (nil)
Chapter 6 Request for Comments .......................... (nil)
Chapter 7 Insider Reporting................................... 1993
Chapter 9 Legislation .............................................. (nil)
Chapter 11 IPOs, New Issues and Secondary
Financings ............................................. 2143
March 7, 2019 (2019), 42 OSCBChapter 1
Notices
1.1 Notices
1.1.1 CSA Staff Notice 11-341 Withdrawal of Staff Notices
CSA Staff Notice 11-341
Withdrawal of Staff Notices
March 7, 2019
This notice formally withdraws a number of CSA staff notices. In general, the withdrawn material will remain available for historical
research purposes on the CSA members’ websites that permit comprehensive access to CSA notices.
Staff of the members of the CSA have reviewed a number of CSA staff notices. They have determined that some are outdated,
no longer relevant or no longer required. The following CSA staff notices are therefore withdrawn, in the applicable CSA
jurisdictions in which they have not already been withdrawn, effective immediately.
CSA Staff Notices
11-319 Extension of Consultation Period – Consultation Paper 25-401: Potential Regulation of Proxy Advisory Firms
11-322 Extension of Consultation Period – Proposed Amendments to Multilateral Instrument 62-104 Take-Over Bids and
Issuer Bids and National Instrument 62-103 Early Warning System and Related Take-Over Bid and Insider
Reporting Issues; Proposed Changes to National Policy 62-203 Take-Over Bids and Issuer Bids, Proposed National
Instrument 62-105 Security Holder Rights Plans and Proposed Companion Policy 62-105CP Security Holder Rights
Plans
11-327 Extension of Consultation Period – Draft Notice 25-201 relating to Guidance for Proxy Advisory Firms
21-304 Request for Filing of Form 21-101F5 Initial Operation Report for Information Processor by Interested Information
Processors
21-306 Notice of Filing of Forms 21-101F5 Initial Operation Report for Information Processor – Extension of comment period
23-301 Electronic Audit Trails
23-302 Electronic Audit Trail Initiative (TREATS)
23-304 Status of the Transaction Reporting and Electronic Audit Trail System (TREATS)
23-306 Status of the Transaction Reporting and Electronic Audit Trail System (TREATS)
31-339 Omnibus/Blanket Orders Exempting IIROC and MFDA Registrants from Certain Provisions of National Instrument
31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations
31-341 Omnibus/Blanket Orders Exempting Registrants from Certain CRM2 Provisions of National Instrument 31-103
Registration Requirements, Exemptions and Ongoing Registrant Obligations
33-305 Sale of Insurance Products by Dually Employed Salespersons
45-311 Exemptions from Certain Financial Statement-Related Requirements in the Offering Memorandum Exemption to
Facilitate Access to Capital by Small Business
45-320 Exemptions for Certain Foreign Issuers from the Requirement to Identify Purchasers as Registrants or Insiders in
Reports of Exempt Distribution
March 7, 2019 (2019), 42 OSCB 1957Notices
81-320 Update on International Financial Reporting Standards for Investment Funds
81-325 Status Report on Consultation under CSA Notice 81-324 and Request for Comment on Proposed CSA Mutual Fund
Risk Classification Methodology for Use in Fund Facts
81-326 Update on an Alternative Funds Framework for Investment Funds
Questions
Please refer your questions to any of the following people:
Samir Sabharwal Sylvia Pateras
Alberta Securities Commission Autorité des marchés financiers
Tel: 403 297-7389 Tel: 514 395-0337, extension 2536
samir.sabharwal@asc.ca sylvia.pateras@lautorite.qc.ca
Gordon Smith Sonne Udemgba
British Columbia Securities Commission Financial and Consumer Affairs Authority
Tel: 604 899-6656 of Saskatchewan
GSmith@bcsc.bc.ca Tel: 306 787-5879
sonne.udemgba@gov.sk.ca
Chris Besko Simon Thompson
The Manitoba Securities Commission Ontario Securities Commission
Tel: 204 945-2561 Tel: 416 593-8261
Chris.Besko@gov.mb.ca sthompson@osc.gov.on.ca
Alicia W. F. Love H. Jane Anderson
Financial and Consumer Services Commission Nova Scotia Securities Commission
(New Brunswick) Tel: 902 424-0179
Tel: 506 658-2648 Jane.Anderson@novascotia.ca
alicia.love@fcnb.ca
Steven Dowling Rhonda Horte
Securities Division, Office of the Yukon Superintendent of
Prince Edward Island Securities
Tel: 902 368-4551 Tel: 867 667-5466
sddowling@gov.pe.ca rhonda.horte@gov.yk.ca
Jeremy Walsh Jeff Mason
Office of the Superintendent of Securities Office of Superintendent of Securities,
Northwest Territories Nunavut
Tel: 867 767-9260, extension 82205 Tel: 867 767-9260, ext. 82205
Jeremy_Walsh@gov.nt.ca jmason@gov.nu.ca
Renee Dyer
Office of the Superintendent of Securities,
Service NL
Tel: 709 729-4909
reneedyer@gov.nl.ca
March 7, 2019 (2019), 42 OSCB 1958Notices
1.4 Notices from the Office of the Secretary
1.4.1 BDO Canada LLP
FOR IMMEDIATE RELEASE
February 27, 2019
BDO CANADA LLP,
File No. 2018-59
TORONTO – The Commission issued an Order in the above named matter.
A copy of the Order dated February 27, 2019 is available at www.osc.gov.on.ca.
OFFICE OF THE SECRETARY
GRACE KNAKOWSKI
SECRETARY TO THE COMMISSION
For media inquiries:
media_inquiries@osc.gov.on.ca
For investor inquiries:
OSC Contact Centre
416-593-8314
1-877-785-1555 (Toll Free)
March 7, 2019 (2019), 42 OSCB 1959Notices
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March 7, 2019 (2019), 42 OSCB 1960Chapter 2
Decisions, Orders and Rulings
2.1 Decisions “N” ordinary shares of the Filer (“Filer N Shares” and
together with the Filer A Shares, “Filer Shares”) located or
2.1.1 Naspers Limited resident in Canada (“Filer Canadian Shareholders”).
Headnote Under the Process for Exemptive Relief Applications in
Multiple Jurisdictions (for a passport application):
National Policy 11-203 Process for Exemptive Relief
Applications in Multiple Jurisdictions – relief from prospectus (a) the Ontario Securities Commission is the
requirements to allow company to spin off shares of its South principal regulator for this application; and
African subsidiary to investors on a pro rata basis and by
way of a dividend in specie – distribution not covered by (b) the Filer has provided notice that section
legislative exemptions – company is a public company in 4.7(1) of Multilateral Instrument 11-102
South Africa but is not a reporting issuer in Canada – Passport System (“MI 11-102”) is
company has a de minimis presence in Canada – following intended to be relied upon in each of the
the spin-off, the subsidiary will cease to be a subsidiary of other provinces and territories of Canada.
the Filer, it will not be a reporting issuer in Canada – no
investment decision required from Canadian shareholders in Interpretation
order to receive shares of the subsidiary.
Terms defined in National Instrument 14-101 Definitions and
Applicable Legislative Provisions MI 11-102 have the same meanings if used in this decision,
unless otherwise defined.
Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53, 74(1).
Representations
February 26, 2019
This decision is based on the following facts represented by
IN THE MATTER OF the Filer:
THE SECURITIES LEGISLATION OF
ONTARIO 1. The Filer is a public company incorporated in South
(the “Jurisdiction”) Africa with principal executive offices in Cape
Town, South Africa. The Filer is a global internet
AND and entertainment group operating in more than
120 countries that runs some of the world’s leading
IN THE MATTER OF platforms in internet, video entertainment and
THE PROCESS FOR EXEMPTIVE RELIEF media.
APPLICATIONS IN MULTIPLE JURISDICTIONS
2. The Filer is not a reporting issuer, and currently has
AND no intention of becoming a reporting issuer, under
the securities laws of any province or territory of
IN THE MATTER OF Canada.
NASPERS LIMITED
(the “Filer”) 3. The authorized capital stock of the Filer consists of
1,250,000 Filer A Shares and 500,000,000 Filer N
DECISION Shares. As of September 30, 2018, there were
907,128 Filer A Shares and 438,656,059 Filer N
Background Shares issued and outstanding.
The principal regulator in the Jurisdiction has received an 4. The Filer N Shares are listed on the Johannesburg
application from the Filer for a decision under the securities Stock Exchange (“JSE”) and trade under the
legislation of the Jurisdiction (the “Legislation”) for an symbol “NPN”. Other than the foregoing listing on
exemption (the “Exemption Sought”) from the prospectus the JSE, no securities of the Filer are listed or
requirements contained in the Legislation in connection with posted for trading on any exchange or market in
the proposed distribution (the “Spin-Off”) by the Filer of the Canada or outside Canada. The Filer has no
ordinary no par value shares (“MultiChoice Shares”) of intention of listing its securities on any Canadian
MultiChoice Group Limited (“MultiChoice”), a wholly-owned stock exchange after the completion of the Spin-
subsidiary of the Filer, on a pro rata basis and by way of a Off.
dividend in specie, to holders (“Filer Share-holders”) of the
class “A” ordinary shares (“Filer A Shares”) and the class
March 7, 2019 (2019), 42 OSCB 1961Decisions, Orders and Rulings
5. The Filer is subject to, inter alia, the South African no other shares or classes of stock of MultiChoice
Companies Act No. 71 of 2008, the Financial are issued and outstanding. It is expected that Filer
Markets Act No. 19 of 2012 and the listings Shareholders will receive one MultiChoice Share
requirements of the JSE, as amended from time to for every one Filer N Share held and one
time, and the rules, regulations and orders MultiChoice Share for every five Filer A Shares
promulgated thereunder (the “Relevant Regula- held.
tions”).
12. In connection with the Spin-Off, the Filer will
6. Based on a geographic breakdown snapshot of distribute to each Filer Shareholder entitled to
registered holders prepared for the Filer by Orient MultiChoice Shares, the number of whole
Capital Proprietary Limited (“Orient Capital”), as of MultiChoice Shares to which the Filer Shareholder
November 30, 2018, (i) there were 26 regis-tered is entitled in the form of a book-entry authorization.
Filer Canadian Shareholders, representing No fractional MultiChoice Shares will be issued to
approximately 3.55% of the registered share- holders of Filer N Shares. As the Filer Canadian
holders of the Filer worldwide, and (ii) the Shareholders only hold Filer N Shares, no
registered Filer Canadian Shareholders were fractional MultiChoice Shares will be issued to Filer
holding 4,262,195 Filer N Shares, representing Canadian Shareholders.
approximately 0.97% of the outstanding Filer N
Shares. Filer Canadian Shareholders hold no Filer 13. Filer Shareholders will not be required to pay any
A Shares. The Filer does not expect these numbers consideration for the MultiChoice Shares, or to
to have materially changed since that date. surrender or exchange Filer Shares or take any
other action to receive their MultiChoice Shares.
7. Based on a geographic analysis of beneficial The Spin-Off will occur automatically and without
shareholders prepared for the Filer by Orient any investment decision on the part of Filer
Capital, as of November 30, 2018, (i) there were Shareholders.
114 beneficial Filer Canadian Shareholders,
representing approximately 3.85% of the beneficial 14. Subject to the satisfaction of certain conditions, it is
holders of Filer N Shares worldwide, and (ii) the currently anticipated that the Spin-Off will become
beneficial Filer Canadian Shareholders were effective on March 4, 2019. Following the Spin-Off,
holding approximately 7,371,252 Filer N Shares, MultiChoice will cease to be a subsidiary of the
representing approximately 1.68% of the Filer.
outstanding Filer N Shares. The Filer does not
expect these numbers to have materially changed 15. MultiChoice received conditional listing approval to
since that date. list the MultiChoice Shares to be distributed
pursuant to the Spin-Off on the JSE under the
8. Based on the information above, the number of symbol “MCG” on January 22, 2019.
registered and beneficial Filer Canadian
Shareholders and the proportion of Filer Shares 16. After the completion of the Spin-Off, the Filer N
held by such shareholders are de minimis. Shares will continue to be listed and traded on the
JSE.
9. The Filer is proposing to spin-off, through a series
of transactions, its video entertainment business 17. MultiChoice is not a reporting issuer in any province
(the “MultiChoice Business”) into its wholly- or territory in Canada nor are its securities listed on
owned subsidiary, MultiChoice. These any stock exchange in Canada. MultiChoice has no
transactions, in addition to certain related intention to become a reporting issuer in any
transactions, are expected to result in the Spin-Off province or territory of Canada or to list its
by the Filer, pro rata to its shareholders, of 100% of securities on any stock exchange in Canada after
the MultiChoice Shares outstanding immediately the completion of the Spin-Off.
prior to such distribution.
18. The Spin-Off will be effected under the laws of
10. MultiChoice is a public company incorporated in South Africa.
South Africa with principal executive offices at 144
Bram Fisher Drive, Randburg, South Africa. It is 19. Because, inter alia, the Spin-Off will be effected by
currently a wholly-owned subsidiary of the Filer way of a dividend of MultiChoice Shares to Filer
that, at the time of the Spin-Off, will hold, directly Shareholders and MultiChoice will be a wholly-
and through its subsidiaries, the Filer’s MultiChoice owned subsidiary of the Filer until the imple-
Business. mentation of the Spin-Off, no shareholder approval
of the Spin-Off is required (or being sought) under
11. MultiChoice’s authorized capital stock is South African law.
1,000,000,000 MultiChoice Shares. As of the date
hereof, all of the issued and outstanding 20. In connection with the Spin-Off, a pre-listing
MultiChoice Shares, being 438,837,468 Multi- statement detailing the proposed Spin-Off (the
Choice Shares, are held directly by the Filer, and “Pre-Listing Statement”) has been prepared in
March 7, 2019 (2019), 42 OSCB 1962Decisions, Orders and Rulings
accordance with the listings requirements of the Decision
JSE and submitted to the JSE. The Pre-Listing
Statement was approved by the JSE for publication The principal regulator is satisfied that the decision meets
on January 22, 2019. the test contained in the Legislation for the principal regulator
to make the decision.
21. Filer Shareholders will receive a notice of internet
availability or, where required, a hard copy of the The decision of the principal regulator under the Legislation
Pre-Listing Statement. All materials relating to the is that the Exemption Sought is granted provided that the first
Spin-Off sent by or on behalf of the Filer and trade in MultiChoice Shares distributed in reliance on this
MultiChoice in South Africa (including relating to decision will be deemed to be a distribution that is subject to
the Pre-Listing Statement) will be sent concurrently section 2.6 of National Instrument 45-102 Resale of
to Filer Canadian Shareholders. Securities.
22. The Pre-Listing Statement contains prospectus “Cecilia Williams”
level disclosure about MultiChoice. Commissioner
Ontario Securities Commission
23. Filer Canadian Shareholders who receive
MultiChoice Shares pursuant to the Spin-Off will “Garnet Fenn”
have the benefit of the same rights and remedies in Commissioner
respect of the disclosure documentation received in Ontario Securities Commission
connection with the Spin-Off that are available to
Filer Shareholders resident in South Africa.
24. Following the completion of the Spin-Off,
MultiChoice will be subject to the requirements of
the Relevant Regulations. MultiChoice will provide
concurrently to holders of MultiChoice Shares
located or resident in Canada, the same disclosure
materials required to be provided under the
Relevant Regulations to holders of MultiChoice
Shares resident in South Africa.
25. There will be no active trading market for the
MultiChoice Shares in Canada following the Spin-
Off and none is expected to develop.
Consequently, it is expected that any resale of
MultiChoice Shares distributed in connection with
the Spin-Off will occur through the facilities of the
JSE or any other exchange or market outside of
Canada on which MultiChoice Shares may be
quoted or listed at the time that the trade occurs, or
to a person or company outside of Canada.
26. The Spin-Off to Filer Canadian Shareholders would
be exempt from the prospectus requirement
pursuant to subsection 2.31(2) of National
Instrument 45-106 Prospectus Exemptions but for
the fact that Multichoice is not a reporting issuer
under the securities legislation of any jurisdiction in
Canada.
27. Neither the Filer nor MultiChoice is in default of any
securities legislation in any jurisdiction of Canada.
2.1.2 Ritchie Bros. Auctioneers Incorporated
Headnote
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdiction – relief granted permitting issuer to send
proxy-related materials to registered securityholders and beneficial owners using a delivery method permitted under U.S. federal
securities law.
March 7, 2019 (2019), 42 OSCB 1963Decisions, Orders and Rulings
Applicable Legislative Provisions
National Instrument 51-102 Continuous Disclosure Obligations, ss. 9.1, 9.1.5, 13.1.
National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer, ss. 2.7, 9.1.1, 9.2.
February 14, 2019
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
BRITISH COLUMBIA AND ONTARIO
(the Jurisdictions)
AND
IN THE MATTER OF
THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS
IN MULTIPLE JURISDICTIONS
AND
IN THE MATTER OF
RITCHIE BROS. AUCTIONEERS INCORPORATED
(the Filer)
DECISION
Background
1 The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Maker) has received an
application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) for relief from
the requirements in National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) and National Instrument
54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer (NI 54-101) to permit the Filer to:
(a) send proxy-related materials to registered holders (Registered Holders) of common shares (the
Common Shares) using a notice-and-access delivery method permitted under U.S. federal securities
laws (the Registered Holder Notice-and-Access Relief); and
(b) send proxy-related materials to beneficial holders (Beneficial Holders) of Common Shares using a
notice-and-access delivery method permitted under U.S. federal securities laws (the Beneficial Holder
Notice-and-Access Relief, and together with the Registered Holder Notice-and-Access Relief, the
Requested Relief).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions:
(a) the British Columbia Securities Commission is the principal regulator for this application;
(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI
11-102) is intended to be relied upon in Alberta, Saskatchewan, Manitoba, Québec, New Brunswick,
Nova Scotia, Prince Edward Island, Newfoundland and Labrador, the Northwest Territories, Yukon and
Nunavut; and
(c) this decision is the decision of the principal regulator and evidences the decision of the securities
regulatory authority or regulator in Ontario.
Interpretation
2 Terms defined in National Instrument 14-101 Definitions, MI 11-102, NI 51-102 and NI 54-101 have the same meaning
if used in this decision, unless otherwise defined.
Representations
3 This decision is based on the following facts represented by the Filer:
March 7, 2019 (2019), 42 OSCB 1964Decisions, Orders and Rulings
1. the Filer is a corporation amalgamated under the Canada Business Corporations Act on December 12, 1997;
2. the Filer’s head office is located at 9500 Glenlyon Parkway, Burnaby, British Columbia;
3. the Filer is in the business of asset management and disposition of used industrial equipment and other durable
assets; the Filer operates globally with locations in more than 20 countries, including the United States,
Australia, the United Arab Emirates and the Netherlands, and employs more than 2,100 full-time employees
worldwide;
4. the Filer is a reporting issuer or the equivalent under the securities legislation of each of the provinces and
territories in Canada and is currently not in default of any applicable requirements under the securities legislation
in any jurisdiction of Canada;
5. as at December 31, 2018, the Filer had 108,686,217 Common Shares issued and outstanding;
6. the Common Shares are listed and posted for trading on both the Toronto Stock Exchange and the New York
Stock Exchange under the symbol “RBA”;
7. the Filer is an “SEC issuer” as defined in NI 51-102 and is required to comply with applicable U.S. securities
laws in all respects;
8. the Filer has determined that it currently does not qualify as a “foreign private issuer” under Rule 3b-4 of the
1934 Act and is required to comply with the U.S. proxy rules applicable to U.S. domestic registrants;
9. NI 51-102 requires the Filer to deliver proxy-related materials to Registered Holders entitled to vote at a meeting
of securityholders of the Filer and NI 54-101 requires the Filer to deliver proxy-related materials to intermediaries
for delivery to Beneficial Holders entitled to vote at a meeting of securityholders of the Filer that have requested
materials for the meetings of the Filer;
10. the Filer is unable to use the Canadian notice-and-access procedures in section 9.1.1 of NI 51-102 and section
2.7.1 of NI 54-101 because the Canadian notice-and-access procedures and U.S. proxy rules relating to notice-
and-access applicable to the Filer have irreconcilable requirements regarding proxy-related materials to be
provided to securityholders;
11. section 9.1.5 of NI 51-102 and section 9.1.1(1) of NI 54-101 allow an issuer that is an SEC issuer, if certain
applicable requirements are met, to send proxy-related materials to registered holders and beneficial holders of
securities, respectively, using a delivery method permitted under U.S. federal securities law;
12. in accordance with section 9.1.5 of NI 51-102, a reporting issuer that is an SEC issuer can send proxy-related
materials to registered holders under section 9.1 of NI 51-102 using a delivery method permitted under U.S.
federal securities law, if both of the following apply:
(a) the SEC issuer is subject to, and complies with Rule 14a-16 (the U.S. Notice-and-Access Rules) under
the 1934 Act; and
(b) residents of Canada do not own, directly or indirectly, outstanding voting securities carrying more than
50% of the votes for the election of directors, and none of the following apply:
(i) the majority of the executive officers or directors of the issuer are residents of Canada;
(ii) more than 50% of the consolidated assets of the issuer are located in Canada; and
(iii) the business of the issuer is administered principally in Canada
(the Automatic Registered Holder Exemption);
13. in accordance with section 9.1.1(1) of NI 54-101, a reporting issuer that is an SEC issuer can send proxy-related
materials to beneficial holders using a delivery method permitted under U.S. federal securities law if all of the
following apply:
(a) the SEC issuer is subject to and complies with the U.S. Notice-and-Access Rules;
(b) the SEC issuer has arranged with each intermediary through whom the beneficial holder holds its
interest in the reporting issuer’s securities to have each intermediary send the proxy-related materials
March 7, 2019 (2019), 42 OSCB 1965Decisions, Orders and Rulings
to the beneficial owner by implementing the procedures under Rule 14b-1 or Rule 14b-2 under the
1934 Act that relate to the procedures in the U.S. Notice-and-Access Rules; and
(c) residents of Canada do not own, directly or indirectly, outstanding voting securities of the issuer
carrying more than 50% of the votes for the election of directors, and none of the following apply:
(i) the majority of the executive officers or directors of the issuer are residents of Canada;
(ii) more than 50% of the consolidated assets of the issuer are located in Canada; and
(iii) the business of the issuer is administered principally in Canada
(the Automatic Beneficial Holder Exemption and, together with the Automatic Registered Holder
Exemption, the Automatic Exemptions);
14. the Filer is unable to rely on the Automatic Exemptions as its business is administered principally in Canada;
despite this:
(a) over 75% of the Filer’s outstanding voting securities carrying the right to vote for the election of the
Filer’s directors are held, directly or indirectly, by persons that are not residents of Canada;
(b) the majority of the executive officers and directors of the Filer are not residents of Canada (five out of
nine directors and four out of eight executive officers are not residents of Canada);
(c) as of December 31, 2018, approximately 75% of the consolidated property, plant and equipment assets
of the Filer are located outside of Canada;
(d) the majority of the trading volume of the Common Shares occurs on the New York Stock Exchange;
and
(e) the Filer’s business has a global reach, with the majority of the Filer’s employees located outside of
Canada and 75% of the Filer’s revenues in 2018 generated outside of Canada;
15. for any meeting of holders of Common Shares of the Filer for which the Filer elects to deliver proxy-related
materials by using notice-and-access (each, a Notice-and-Access Meeting), the Filer will send proxy-related
materials to holders of Common Shares in compliance with the U.S. Notice-and-Access Rules;
16. the U.S. Notice-and-Access Rules allow the Filer to furnish proxy-related materials by sending Registered
Holders a notice of internet availability of proxy materials (the Notice) 40 calendar days or more prior to the date
of the applicable Notice-and-Access Meeting and sending the record holder, broker or respondent bank the
Notice in sufficient time for the record holder, broker or respondent bank to prepare, print and send the Notice
to Beneficial Holders at least 40 calendar days before the date of the Notice-and-Access Meeting, and making
all proxy-related materials identified in the Notice, including the management proxy circular (Circular), publicly
accessible, free of charge, at a website address specified in the Notice;
17. the Notice will comply with the requirements of the U.S. Notice-and-Access Rules and include instructions
regarding how a securityholder entitled to vote at the applicable Notice-and-Access Meeting may request a
paper or e-mail copy of the proxy-related materials at no charge; the U.S. Notice-and-Access Rules permit the
Filer and, in turn, the record holder, broker, or respondent bank, to send only the Notice to Beneficial Holders,
provided that all applicable requirements of the U.S. Notice-and-Access Rules have been satisfied;
18. in lieu of delivering to each Registered Holder the proxy-related materials required under NI 51-102, for each
Notice-and-Access Meeting the Filer will deliver by mail or electronically (if permitted by applicable law) the
Notice to each Registered Holder;
19. in lieu of delivering to each Beneficial Holder the proxy-related materials required under NI 54-101, for each
Notice-and-Access Meeting the Filer will deliver to Broadridge Financial Solutions, Inc., its affiliates, successor
or an equivalent provider of proxy services (collectively, Broadridge), the Notice for delivery to each Beneficial
Holder; Broadridge will deliver the English only Notice to all Beneficial Holders by postage-paid mail or
electronically (if permitted by applicable law); Broadridge will act as the Filer’s agent for delivery purposes and
the Filer will pay all of the expenses involved in printing and delivering the Notice to all requesting Beneficial
Holders;
March 7, 2019 (2019), 42 OSCB 1966Decisions, Orders and Rulings
20. the Notice sent by the Filer to securityholders entitled to vote at a Notice-and-Access Meeting will include the
following information:
(a) the date, time and location of the Notice-and-Access Meeting as well as information on how to obtain
directions to be able to attend the Notice-and-Access Meeting and vote in person or to designate
another person to attend, vote and act on the securityholder’s behalf;
(b) a description of each matter to be voted on at the Notice-and-Access Meeting, including the
recommendations of the board of directors of the Filer regarding those matters;
(c) a plain language explanation of the U.S. Notice-and-Access Rules, including that the Circular, form of
proxy and voting instruction form for the Notice-and-Access Meeting have been made available online
and that securityholders may request a physical copy at no charge;
(d) an explanation of how to obtain a physical copy of the Circular, form of proxy and voting instruction
form for the Notice-and-Access Meeting;
(e) the website addresses for SEDAR, EDGAR and the Filer’s website where the proxy-related materials
are posted;
(f) a reminder to review the Circular for the Notice-and-Access Meeting before voting;
(g) an explanation of the methods available for securityholders to vote at the Notice-and-Access Meeting;
and
(h) the date by which a validly completed form of proxy or voting instruction form must be deposited in
order for the securities represented by the form of proxy or voting instruction form to be voted at the
Notice-and-Access Meeting or any adjournment;
21. Registered Holders and Beneficial Holders requesting the proxy-related materials will receive the same
materials required to be sent to securityholders under the U.S. Notice-and-Access Rules;
22. in accordance with the U.S. proxy rules applicable to the Filer, a Beneficial Holder who wants to attend a Notice-
and-Access Meeting in person will be required to obtain a proxy from their applicable intermediary;
23. for each Notice-and-Access Meeting, Broadridge will notify all Canadian intermediaries on whose behalf it or a
related company acts as agent under NI 54-101 to advise them of the Filer’s reliance on the U.S. Notice-and-
Access Rules and this decision;
24. for each Notice-and-Access Meeting, the Filer will retain Broadridge to respond to requests for the proxy-related
materials from all Beneficial Holders and retain its registrar and transfer agent (Transfer Agent, and together
with Broadridge, the Agents) to respond to requests for proxy-related materials from all Registered Holders; the
Notice from the Filer will direct Registered Holders and Beneficial Holders to contact the applicable Agent at a
specified toll-free telephone number, by e-mail or via the internet to request a printed copy of the proxy-related
materials for the Notice-and-Access Meeting; the Agents will give notice to the Filer of the receipt of requests
for printed copies and the Filer will provide English-only materials to the Agents in compliance with the
requirements of the U.S. Notice-and-Access Rules;
25. to comply with the U.S. Notice-and-Access Rules, the Filer will not receive any information about the Registered
Holders and Beneficial Holders that contact the Agents other than the aggregate number of proxy-related
material packages requested by the Registered Holders and Beneficial Holders and will reimburse the Agents
for delivery requests; and
26. the Filer has consulted with the Agents in developing the mailing and voting procedures for Registered Holders
and Beneficial Holders described in this decision.
March 7, 2019 (2019), 42 OSCB 1967Decisions, Orders and Rulings
Decision
4 Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Makers
to make the decision.
The decision of the Decision Makers under the Legislation is that the Requested Relief is granted, provided that, in
respect of a Notice-and-Access Meeting, at the time the Filer sends the notification of meeting and record dates for such
meeting in accordance with section 2.2 of NI 54-101, the Filer meets all of the applicable requirements of the Automatic
Exemptions other than those set out in:
(a) section 9.1.5(b)(iii) of NI 51-102, in the case of the Automatic Registered Holder Exemption, and
(b) section 9.1.1(1)(c)(iii) of NI 54-101, in the case of the Automatic Beneficial Holder Exemption.
“Nigel Cave”
Vice Chair
British Columbia Securities Commission
March 7, 2019 (2019), 42 OSCB 1968Decisions, Orders and Rulings
2.1.3 Canaccord Genuity Growth Corp.
Headnote
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – Issuer granted relief from certain
restricted security requirements under National Instrument 41-101 Prospectus Requirements, National Instrument 44-101 Short
Form Prospectus Distributions and National Instrument 51-102 Continuous Disclosure Obligations – relief granted subject to
conditions.
OSC Rule 56-501 Restricted Shares – Issuer granted relief from certain restricted share requirements under OSC Rule 56-501 –
relief granted subject to conditions.
Applicable Legislative Provisions
National Instrument 44-101 General Prospectus Requirements, ss. 12.2, 12.3, 19.1.
Form 41-101F1 Information Required in a Prospectus, ss. 1.13, 10.6.
National Instrument 44-101 Short Form Prospectus Distributions, s. 8.1.
Form 44-101F1 Short Form Prospectus, ss. 1.12, 7.7.
National Instrument 51-102 Continuous Disclosure Obligations, Part 10 and s. 13.1.
OSC Rule 56-501 Restricted Shares, Parts 2 and 3 and s. 4.2.
March 1, 2019
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ONTARIO
(the Jurisdiction)
AND
IN THE MATTER OF
THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN
MULTIPLE JURISDICTIONS
AND
IN THE MATTER OF
CANACCORD GENUITY GROWTH CORP.
(the Filer)
DECISION
Background
The principal regulator in the Jurisdiction has received an application (the Application) from the Filer for a decision under the
securities legislation of the Jurisdiction of the principal regulator (the Legislation) that the requirements under:
a) section 12.2 of National Instrument 41-101 General Prospectus Requirements (NI 41-101), relating to the use
of restricted security terms, and sections 1.13 and 10.6 of Form 41-101F1 Information Required in a Prospectus
(Form 41-101F1) and sections 1.12 and 7.7 of Form 44-101F1 Short Form Prospectus (Form 44-101F1)
relating to restricted security disclosure shall not apply to the common shares in the capital of the Filer (the
Common Shares) (the Prospectus Disclosure Exemption) in connection with (i) the prospectus the Filer is
required to file pursuant to the NEO Exchange Listing Manual (the NEO Rules) containing disclosure regarding
the Filer’s proposed qualifying transaction (the Filer’s Prospectus) and (ii) other prospectuses (together with
the Filer’s Prospectus, Prospectuses) that may be filed by the Filer under National Instrument 44-101 Short
Form Prospectus Distributions (NI 44-101), including a prospectus filed under National Instrument 44-102 Shelf
Distributions;
b) section 12.3 of NI 41-101 relating to prospectus filing eligibility for distributions of restricted securities shall not
apply to distributions of Common Shares (the Prospectus Eligibility Exemption) in connection with
Prospectuses;
March 7, 2019 (2019), 42 OSCB 1969Decisions, Orders and Rulings
c) Part 2 of OSC Rule 56-501 Restricted Shares (OSC Rule 56-501) relating to the use of restricted share terms
and restricted share disclosure shall not apply to the Common Shares (the OSC Rule 56-501 Disclosure
Exemption) in connection with dealer and adviser documentation, rights offering circulars and offering
memoranda (OSC Rule 56-501 Documents) of the Filer;
d) Part 3 of OSC Rule 56-501 relating to the withdrawal of prospectus exemptions for distributions of restricted
shares shall not apply to the distribution of the Common Shares (the OSC Rule 56-501 Withdrawal Exemption)
in connection with stock distributions (as defined in OSC Rule 56-501) of the Filer; and
e) Part 10 of National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) relating to the use of
restricted security terms and restricted security disclosure shall not apply to the Common Shares (the CD
Disclosure Exemption) in connection with continuous disclosure documents (the CD Documents) that may
be filed by the Filer under NI 51-102.
The aforementioned requirements are collectively referred to as the Restricted Security Rules. The Prospectus Disclosure
Exemption, the Prospectus Eligibility Exemption, the OSC Rule 56-501 Disclosure Exemption, the OSC Rule 56-501 Withdrawal
Exemption and the CD Disclosure Exemption are collectively referred to as the Exemption Sought.
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
a) the Ontario Securities Commission is the principal regulator for this Application; and
b) the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-
102) is intended to be relied upon in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and
Labrador, Northwest Territories, Nova Scotia, Nunavut, Prince Edward Island, Saskatchewan and Yukon (other
than with respect to the OSC Rule 56-501 Disclosure Exemption and the OSC Rule 56-501 Withdrawal
Exemption), which, pursuant to subsection 8.2(2) of National Policy 11-202 Process for Prospectus Reviews in
Multiple Jurisdictions (NP 11-202) and subsection 5.2(6) of National Policy 11-203 Process for Exemptive Relief
Applications in Multiple Jurisdictions (NP 11-203), also satisfies the notice requirement of Section 4.7(1)(c) of
MI 11-102.
Interpretation
Terms defined in National Instrument 14-101 Definitions, MI 11-102, NP 11-202, NP 11-203, NI 41-101, NI 44-101, NI 51-102 and
OSC Rule 56-501 have the same meaning if used in this decision, unless otherwise defined.
Representations
This decision is based on the following facts represented by the Filer:
1. The Filer is a corporation incorporated under the Business Corporations Act (Ontario) (the OBCA) and is a reporting
issuer in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova
Scotia, Nunavut, Ontario, Prince Edward Island, Saskatchewan and Yukon.
2. The registered and head office of the Filer is located in Toronto, Ontario.
3. The Filer is a special purpose acquisition corporation incorporated for the purpose of effecting a qualifying transaction
pursuant to the rules of the Aequitas NEO Exchange Inc. (the NEO).
4. The Filer has entered into a transaction agreement with Columbia Care LLC (Columbia Care) dated November 21, 2018,
pursuant to which the Filer shall acquire all of the membership interests of Columbia Care by way of a merger between
Columbia Care and a newly-formed Delaware subsidiary of the Filer (the Proposed Transaction).
5. The Proposed Transaction is intended to constitute a “qualifying transaction” (as such term is defined in the NEO Rules)
of the Filer.
6. The authorized capital of the Filer consists of an unlimited number of class A restricted voting shares (Class A Shares),
class B shares (Class B Shares) and Common Shares.
7. The Filer’s class A restricted voting units (consisting of one Class A Share and one warrant) are currently listed on the
NEO under the symbol “CGGC.UN”.
March 7, 2019 (2019), 42 OSCB 1970Decisions, Orders and Rulings
8. It is currently contemplated that as part of the Proposed Transaction the articles of the Filer will be amended to, among
other things, remove the Class A Shares and the Class B Shares, amend the terms of the Common Shares and authorize
the issuance of an unlimited number of proportionate voting shares (PV Shares) (together with the Common Shares, the
Shares) and an unlimited number of preferred shares, issuable in series (Preferred Shares).
9. Upon completion of the Proposed Transaction, the PV Shares will constitute subject securities (as defined in NI 41-101,
NI 51-102 and OSC Rule 56-501) and the Filer’s only issued and outstanding subject securities will be the PV Shares.
10. Immediately upon completion of the Proposed Transaction, the Filer’s authorized share capital will consist of (i) an
unlimited number of Common Shares; (ii) an unlimited number of PV Shares; and (iii) an unlimited number of Preferred
Shares.
11. Following the Proposed Transaction:
a) The Common Shares may at any time, at the option of the holder thereof and with the consent of the Filer, be
converted into PV Shares on the basis of one (1) Common Share for one one-hundredth (0.01) of a PV Share.
b) The PV Shares may at any time, at the option of the holder thereof, be converted into Common Shares on the
basis of one hundred (100) Common Shares for one (1) PV Share, with fractional PV Shares convertible into
Common Shares on the same ratio. If the board of directors of the Filer determines that it is no longer advisable
to maintain the PV Shares as a separate class of shares, then the PV Shares shall be converted into Common
Shares on the basis of one hundred (100) Common Shares for one (1) PV Share, with fractional PV Shares
convertible into Common Shares on the same ratio.
c) Subject to the preferences accorded to the holders of the Preferred Shares, each PV Share is entitled to
dividends if, as and when dividends are declared by the board of directors, with each PV Share being entitled
to one hundred (100) times the amount paid or distributed per Common Share (or, if a stock dividend is declared,
each PV Share shall be entitled to receive the same number of PV Shares per PV Share as the number of
Common Shares entitled to be received per Common Share), and fractional PV Shares will be entitled to the
applicable fraction thereof, and otherwise without preference or distinction among or between the Shares.
d) Subject to the preferences accorded to the holders of the Preferred Shares, in the event of the liquidation,
dissolution or winding-up of the Filer, the holders of Shares are entitled to participate in the distribution of the
remaining property and assets of the Filer, with each PV Share being entitled to one hundred (100) times the
amount distributed per Common Share and fractional PV Shares will be entitled to the applicable fraction
thereof, and otherwise without preference or distinction among or between the Shares.
e) The holders of the Shares are entitled to receive notice of, attend and vote at any meeting of shareholders of
the Filer, except those meetings at which holders of a specific class of shares are entitled to vote separately as
a class under the OBCA.
f) The Common Shares will carry one (1) vote per share and the PV Shares will carry one hundred (100) votes
per share. Fractional PV Shares will be entitled to the number of votes calculated by multiplying the fraction by
one hundred (100).
12. The rights, privileges, conditions and restrictions attaching to the Shares may be modified if the amendment is authorized
by not less than 66⅔% of the votes cast at a meeting of holders of the Shares duly held for that purpose. However, if the
holders of PV Shares, as a class, or the holders of Common Shares, as a class, are to be affected in a manner materially
different from such other class of Shares, the amendment must, in addition, be authorized by not less than 66⅔% of the
votes cast at a meeting of the holders of the class of shares which is affected differently.
13. No subdivision or consolidation of the Common Shares or PV Shares may be carried out unless, at the same time, the
shares of the other class are subdivided or consolidated in the same manner and on the same basis, so as to preserve
the relative rights of the holders of each such class of Shares.
14. In addition to the conversion rights described above, if an offer (Offer) is made for PV Shares where: (a) by reason of
applicable securities legislation or stock exchange requirements, the offer must be made to all holders of the class of PV
Shares; and (b) no equivalent offer is made for the Common Shares, the holders of Common Shares shall have the right,
at their option, to convert their Common Shares into PV Shares for the purposes of allowing the holders of the Common
Shares to tender to the Offer.
15. In the event that holders of Common Shares are entitled to convert their Common Shares into PV Shares in connection
with an Offer, holders of an aggregate of Common Shares of less than one hundred (100) (an Odd Lot) will be entitled
March 7, 2019 (2019), 42 OSCB 1971Decisions, Orders and Rulings
to convert all but not less than all of such Odd Lot of Common Shares into an applicable fraction of one PV Share,
provided that such conversion into a fractional PV Share will be solely for the purpose of tendering the fractional PV
Share to the Offer in question and that any fraction of a PV Share that is tendered to the Offer but that is not, for any
reason, taken up and paid for by the offeror will automatically be reconverted into the Common Shares that existed prior
to such conversion.
16. The Preferred Shares will be issuable in series at the discretion of the board of directors of the Filer and each such series
will have the terms and conditions determined by the Filer’s board of directors. No Preferred Shares will be issued and
outstanding immediately following completion of the Proposed Transaction.
17. The Filer is seeking the Exemption Sought in respect of, among other things, references to the Common Shares in
Prospectuses and CD Documents.
18. Section 12.2 of NI 41-101 requires that an issuer must not refer to a security in a prospectus by a term or a defined term
that includes the word “common” unless the security is an equity security to which are attached voting rights exercisable
in all circumstances, irrespective of the number or percentage of securities owned, that are not less, per security, than
the voting rights attached to any other outstanding security of the issuer.
19. Section 12.3 of NI 41-101 requires that an issuer must not file a prospectus under which restricted securities, subject
securities or securities that are, directly or indirectly, convertible into, or exercisable or exchangeable for, restricted
securities or subject securities, are distributed unless:
a) the distribution has received prior majority approval of the securityholders of the issuer in accordance with
applicable law, including approval on a class basis if required and excluding any votes attaching at the time to
securities held, directly or indirectly, by affiliates of the issuer or control persons of the issuer, or
b) at the time of any restricted security reorganization related to the securities to be distributed:
i) the restricted security reorganization received prior majority approval of the securityholders of the
issuer in accordance with applicable law, including approval on a class basis if required and excluding
any votes attaching at the time to securities held, directly or indirectly, by affiliates of the issuer or
control persons of the issuer,
ii) the issuer was a reporting issuer in at least one jurisdiction, and
iii) no purposes or business reasons for the creation of restricted securities were disclosed that are
inconsistent with the purpose of the distribution.
20. Sections 1.13 and 10.6 of Form 41-101F1 and sections 1.12 and 7.7 of Form 44-101F1 require that an issuer provide
certain restricted security disclosure.
21. Section 2.2 of OSC Rule 56-501 requires dealer and adviser documentation to include the appropriate restricted share
term if restricted shares and the appropriate restricted share term or a code reference to restricted shares or the
appropriate restricted share term are included in a trading record published by the NEO or other exchange listed in OSC
Rule 56-501.
22. Section 2.3 of OSC Rule 56-501 requires that a rights offering circular or offering memorandum for a stock distribution
prepared for a reporting issuer comply with certain requirements including, among others, that restricted shares may not
be referred to by a term or a defined term that includes “common”, “preference” or “preferred” and that such shares shall
be referred to using a term or a defined term that includes the appropriate restricted share term.
23. Section 3.2 of OSC Rule 56-501 provides that the prospectus exemptions under Ontario securities law are not available
for a stock distribution of securities of a reporting issuer unless either the stock distribution received minority approval of
shareholders or all the conditions set out in subsection 3.2(2) are satisfied and the information circular relating to the
shareholders’ meeting held to obtain such minority approval for the stock distribution included prescribed disclosure.
24. Section 10.1 of NI 51-102 requires a reporting issuer that has outstanding restricted securities, or securities that are
directly or indirectly convertible into or exercisable or exchangeable for restricted securities or securities that will, when
issued, result in an existing class of outstanding securities being considered restricted securities, to provide specific
disclosure with respect to such securities in its information circular, a document required by NI 51-102 to be delivered
upon request by a reporting issuer to any of its securityholders, an annual information form prepared by the reporting
issuer as well as any other documents that it sends to its securityholders.
March 7, 2019 (2019), 42 OSCB 1972Decisions, Orders and Rulings
25. Section 10.2 of NI 51-102 sets out the procedure to be followed with respect to the dissemination of disclosure documents
to holders of restricted securities.
26. Pursuant to the Restricted Security Rules, a “restricted security” means an equity security of a reporting issuer if any of
the following apply:
a) there is another class of securities of the reporting issuer that, to a reasonable person, appears to carry a greater
number of votes per security relative to the equity security,
b) the conditions of the class of equity securities, the conditions attached to another class of securities of the
reporting issuer, or the reporting issuer’s constating documents have provisions that nullify or, to a reasonable
person appear to significantly restrict the voting rights of the equity securities, or
c) the reporting issuer has issued another class of equity securities that, to a reasonable person, appears to entitle
the owners of securities of that other class to participate in the earnings or assets of the reporting issuer to a
greater extent, on a per security basis, than the owners of the first class of equity securities.
27. As the PV Shares will entitle the holders thereof to multiple votes per PV Share held, it will technically represent a class
of securities to which multiple votes are attached. The multiple votes attaching to the PV Shares would, absent the
Exemption Sought, have the following consequences in respect of the technical status of the Common Shares:
a) pursuant to NI 41-101 and NI 44-101, the Filer would be unable to use the word “common” to refer to the
Common Shares in the Prospectuses and the Filer would be required to provide the specific disclosure required
by NI 41-101 and NI 44-101 because the PV Shares would represent a security to which are attached voting
rights exercisable in all circumstances, irrespective of the number or percentage of securities owned, that are
more, per security, than the voting rights attached to the Common Shares,
b) the Common Shares would be considered “restricted shares” pursuant to OSC Rule 56-501 and the Filer would
be subject to the dealer and advisor documentary disclosure obligations and distribution restrictions in OSC
Rule 56-501 because the PV Shares would represent a security to which is attached voting rights exercisable
in all circumstances, irrespective of the number of percentage of shares owned, that are more, on a per share
basis, than the voting rights attaching to the Common Shares of the Filer and the Filer would be unable to use
the word “common” to refer to the Common Shares in a rights offering circular or offering memorandum for a
stock distribution, and
c) the Common Shares could be considered “restricted securities” pursuant to paragraph (a) of the definition of
the term in NI 51-102 and the Filer would be required to provide the specific disclosure required by NI 51-102
in respect of the Common Shares because the PV Shares would represent another class of securities of the
Filer that, to a reasonable person, appears to carry a greater number of votes per security relative to the
Common Shares.
28. The NEO advised the Filer that it will permit the Filer to designate the Common Shares as common shares, provided that
the Exemption Sought is granted.
Decision
The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the
decision.
The decision of the principal regulator under the Legislation is that the Exemption Sought is granted provided that:
a) in connection with the Prospectus Disclosure Exemption and the Prospectus Eligibility Exemption as they apply
to Prospectuses, at the time the Filer relies on the Exemption Sought:
i) the representations in paragraphs 9-16, above, continue to apply;
ii) the Filer has no restricted securities (as defined in section 1.1 of NI 41-101) issued and outstanding
other than the Common Shares; and
iii) the Prospectuses include disclosure consistent with the representations in paragraphs 9-16 above;
March 7, 2019 (2019), 42 OSCB 1973You can also read
