OSC Bulletin The Ontario Securities Commission - Ontario Securities ...

 
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:
Cadillac Fairview Tower                         Thomson Reuters
22nd Floor, Box 55                              One Corporate Plaza
20 Queen Street West                            2075 Kennedy Road
Toronto, Ontario                                Toronto, Ontario
M5H 3S8                                         M1T 3V4

416-593-8314 or Toll Free 1-877-785-1555        416-609-3800 or 1-800-387-5164

Contact Centre – Inquiries, Complaints:         Fax: 416-593-8122
                                                TTY: 1-866-827-1295

Office of the Secretary:                        Fax: 416-593-2318
The OSC Bulletin is published weekly by Thomson Reuters Canada, under the authority of the Ontario Securities Commission.

Thomson Reuters Canada offers every issue of the Bulletin, from 1994 onwards, fully searchable on SecuritiesSource™, Canada’s
pre-eminent web-based securities resource. SecuritiesSource™ also features comprehensive securities legislation, expert
analysis, precedents and a weekly Newsletter. For more information on SecuritiesSource™, as well as ordering information, please
go to:

                              http://www.westlawecarswell.com/SecuritiesSource/News/default.htm

or call Thomson Reuters Canada Customer Support at 1-416-609-3800 (Toronto & International) or 1-800-387-5164 (Toll Free
Canada & U.S.).

Claims from bona fide subscribers for missing issues will be honoured by Thomson Reuters Canada up to one month from
publication date.

Space is available in the Ontario Securities Commission Bulletin for advertisements. The publisher will accept advertising aimed
at the securities industry or financial community in Canada. Advertisements are limited to tombstone announcements and
professional business card announcements by members of, and suppliers to, the financial services industry.

All rights reserved. No part of this publication may be reproduced, stored in a retrieval system, or transmitted in any form or by
any means, electronic, mechanical, photocopying, recording, or otherwise without the prior written permission of the publisher.

The publisher is not engaged in rendering legal, accounting or other professional advice. If legal advice or other expert assistance
is required, the services of a competent professional should be sought.

© Copyright 2019 Ontario Securities Commission
ISSN 0226-9325
Except Chapter 7 ©CDS INC.

 One Corporate Plaza                                                                                          Customer Support
 2075 Kennedy Road                                                                      1-416-609-3800 (Toronto & International)
 Toronto, Ontario                                                                     1-800-387-5164 (Toll Free Canada & U.S.)
 M1T 3V4                                                                                          Fax 1-416-298-5082 (Toronto)
                                                                                    Fax 1-877-750-9041 (Toll Free Canada Only)
                                                                              Email CustomerSupport.LegalTaxCanada@TR.com
Table 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 OSCB
Chapter 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 1957
Notices

 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 1958
Notices

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 1959
Notices

                 This page intentionally left blank

 March 7, 2019                                        (2019), 42 OSCB 1960
Chapter 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 1961
Decisions, 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 1962
Decisions, 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 1963
Decisions, 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 1964
Decisions, 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 1965
Decisions, 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 1966
Decisions, 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 1967
Decisions, 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 1968
Decisions, 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 1969
Decisions, 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 1970
Decisions, 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 1971
Decisions, 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 1972
Decisions, 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 1973
You can also read
Next slide ... Cancel