Jason Koskela

The applicant sought an exemption from the requirement under MI 61-101 to obtain minority approval from unitholders of every class voting separately as a class in connection with a proposed business combination.

The applicant argued that separate class votes would give a disproportionate veto right to small groups of unitholders, and that the economic entitlements of all classes were fixed by pre-established formulas.

The Ontario Securities Commission granted the exemption, permitting the minority approval to be obtained from all disinterested unitholders voting together as a single class, subject to conditions including a fairness opinion and enhanced disclosure.

The Filer applied for exemptive relief from certain take-over bid, early warning, and restricted security nomenclature requirements under Canadian securities legislation.

The Filer recently completed a qualifying transaction and implemented a share structure with Subordinate, Restricted, and Limited Voting Shares to maintain its status as a foreign private issuer under U.S. securities laws.

The principal regulator granted the requested relief, subject to conditions including public disclosure and specific calculation methods for ownership thresholds.