The applicants, a Canadian reporting issuer and a foreign entity, applied for exemptive relief from the requirement to include prospectus-level disclosure, specifically the foreign entity's interim financial report and related MD&A for the three-month period ended March 31, 2013, in an information circular concerning their proposed amalgamation.
The foreign entity, subject to UK regulations, was not required to prepare quarterly financial statements.
The Ontario Securities Commission granted the exemption, provided the circular included alternative financial information, including an addendum with the foreign entity's half-year financial report and pro forma financial statements, to ensure shareholders had sufficient information to assess the transaction.