Naizam Kanji

Just Energy Group Inc. applied to the Ontario Securities Commission for exemptive relief from the issuer bid requirements under Part 2 of NI 62-104 in connection with an offer to repurchase USD$150 million of its Eurobonds.

The relief was required because Canadian bondholders beneficially owned more than 10% of the Eurobonds, precluding reliance on the foreign issuer bid exemption.

The Commission granted the requested relief, provided that the filer receives an executed confirmation and consent from each participating Canadian bondholder acknowledging the waiver of issuer bid protections.

The Province of Ontario and Hydro One Limited applied for exemptive relief from various securities law requirements, including insider reporting, early warning, and control person distribution rules, for certain non-aggregated holders of Hydro One securities.

The Ontario Securities Commission granted the requested relief, subject to conditions ensuring that investment decisions by non-aggregated holders remain independent of the Minister of Energy and that appropriate disclosures are made.

The applicants, Sirius XM Canada Holdings Inc. and 2517835 Ontario Inc., applied for exemptive relief from various continuous disclosure, insider reporting, and formal valuation requirements in connection with a going private transaction.

The transaction involved the acquisition of all issued and outstanding shares of Sirius XM Canada Holdings Inc. by 2517835 Ontario Inc. under a plan of arrangement, utilizing an exchangeable share structure.

The Ontario Securities Commission granted the requested relief, subject to certain conditions, including that the arrangement becomes effective by a specified date and that the resulting entity complies with specific ownership and disclosure conditions.

The applicants, Sun Life Assurance Company of Canada and Sun Life Capital Trust, applied to the Ontario Securities Commission for an order exempting them from certain continuous disclosure and certification requirements under National Instrument 51-102 and National Instrument 52-109.

The applicants sought to replace a previous exemption order expiring in 2012.

The Commission granted the requested relief, subject to various conditions, including that Sun Life Financial Inc. continue to provide a preferred share guarantee and comply with public disclosure requirements.

The Filer applied for exemptive relief in connection with a take-over bid and subsequent plan of arrangement for the acquisition of TMX Group Inc. The Filer sought relief from the proportionate take-up and payment requirements, the three-day payment requirement, and the formal valuation and minority approval requirements for the subsequent business combination.

The Ontario Securities Commission granted the requested relief, subject to certain conditions, including that the subsequent arrangement be completed within 35 days following the deposit extension period expiry time.

The applicant, 2256479 Ontario Inc., sought exemptive relief from the requirements of Multilateral Instrument 61-101 to hold a meeting and send an information circular in connection with a second step business combination following a take-over bid for Drive Products Income Fund.

The Ontario Securities Commission granted the relief, permitting minority approval to be obtained by written resolution executed by unitholders holding more than 66 2/3% of the outstanding units, rather than at a meeting.

The Filer, an income trust, applied for exemptive relief under section 9.1 of Multilateral Instrument 61-101 from minority approval and formal valuation requirements for certain related party transactions.

The Filer sought to include the indirect equity interest of a related party, held in the form of exchangeable limited partnership units, in the calculation of its market capitalization for the purpose of the 25% transaction size exemptions.

The Ontario Securities Commission granted the requested relief, subject to conditions including specific disclosure requirements in the Filer's annual reports.

The applicants, an income fund and its holding partnership, sought an exemption from the minority approval requirement under Multilateral Instrument 61-101 for a proposed conversion to a corporate structure.

The conversion was not a business combination for the fund but technically constituted one for the holding partnership.

The Ontario Securities Commission granted the requested relief, exempting the partnership from the minority approval requirement, provided certain conditions were met.

The filers applied for exemptive relief from the formal valuation and minority approval requirements of Multilateral Instrument 61-101 in connection with a proposed second step business combination following an exempt take-over bid for Corel Corporation.

The Ontario Securities Commission granted the requested relief, subject to conditions ensuring that the subsequent acquisition transaction is completed within 120 days, offers identical consideration, and that minority approval is obtained excluding votes of interested parties.

The applicant, IGM Financial Inc., applied for exemptive relief from the take-over bid and insider bid requirements in connection with its acquisition of the outstanding shares of Investment Planning Counsel Inc. (IPCI).

IPCI is a non-reporting issuer whose shares are held by financial advisors.

The Ontario Securities Commission granted the exemption, treating the financial advisors similarly to employees for the purpose of satisfying the non-reporting issuer exemption.

The applicant filed for exemptive relief from the requirement to include a formal valuation in its takeover bid circular for the remaining common shares of the respondent.

The applicant argued that the UK Code required it to proceed with the pre-announced offer, but the formal valuation was delayed, causing prejudice.

The Ontario Securities Commission granted the relief, permitting the applicant to mail the circular without the valuation, provided the valuation is sent as an amendment within 7 days of receipt and the offer remains open for at least 14 days thereafter.

The applicant, Canadian Storage Partners, ULC, applied for exemptive relief from the requirements of Multilateral Instrument 61-101 to hold a meeting and send an information circular in connection with a second-step business combination following a take-over bid for InStorage Real Estate Investment Trust.

The applicant proposed to obtain minority approval via a written resolution executed by unitholders holding more than 66 2/3% of the outstanding units, as permitted by the target's declaration of trust.

The principal regulator granted the requested relief, provided that minority approval is obtained by the written resolution, and also waived the associated activity fees.

The applicant, Northland Power Income Fund, applied for exemptive relief from the requirement under Multilateral Instrument 61-101 to obtain a formal valuation of non-cash assets to be issued in a related party transaction.

The exemption was technically unavailable because the exchangeable units were being issued by a holding entity rather than the reporting issuer directly.

The Ontario Securities Commission granted the relief, finding that an investment in the holding entity was akin to an investment in the reporting issuer, and a formal valuation of the units would effectively be a valuation of the reporting issuer.

The applicant applied for a decision under the securities legislation of multiple jurisdictions that it is no longer a reporting issuer.

The applicant had redeemed its only publicly traded securities and had less than 15 security holders in each jurisdiction in Canada.

The Ontario Securities Commission, acting as principal regulator, granted the requested exemptive relief, finding that the applicant met the test set out in the legislation.

The filer applied for exemptive relief from the requirement under MI 61-101 to call a meeting of unitholders and send an information circular in connection with a second step business combination following a take-over bid.

The target's declaration of trust permitted written resolutions by unitholders holding more than 66 2/3% of outstanding units.

The Ontario Securities Commission granted the relief, provided that minority approval is obtained by written resolution rather than at a meeting.

The Filers applied for exemptive relief from the minority approval requirement in Section 4.5 of MI 61-101 regarding a proposed conversion of a publicly traded income fund into a corporate entity.

While the conversion was not a business combination for the fund itself, it technically constituted a business combination for a holding limited partnership within the fund's structure.

The Ontario Securities Commission granted the requested relief, provided that specific conditions within the definition of 'business combination' in MI 61-101 were met.

The applicant, Canadian Storage Partners, ULC, applied for exemptive relief from the requirements of Section 4.2 of Multilateral Instrument 61-101 in connection with a take-over bid for InStorage Real Estate Investment Trust.

The applicant sought to waive the requirement to hold a meeting of unitholders and send an information circular for a second step business combination, proposing instead to obtain minority approval via a written resolution as permitted by the target's declaration of trust.

The Ontario Securities Commission granted the requested relief, provided that minority approval is obtained by the written resolution.

The Filer, Borealis Acquisition Corporation, applied to the Ontario Securities Commission for exemptive relief from the requirements of Multilateral Instrument 61-101 to hold a unitholder meeting and send an information circular in connection with a take-over bid for Teranet Income Fund.

The Filer sought to effect a Compulsory Acquisition or Subsequent Acquisition Transaction by obtaining minority approval via written resolution rather than at a meeting.

The Commission granted the requested exemption, provided that minority approval is obtained by written resolution.

The applicant, Clarke Inc., applied for exemptive relief from the requirements of MI 61-101 to hold a unitholder meeting and send an information circular in connection with a second-step business combination following its take-over bid for the target fund.

The applicant sought to rely on a provision in the target's declaration of trust allowing for written resolutions in lieu of a meeting.

The Ontario Securities Commission granted the relief, permitting minority approval to be obtained by written resolution.

The Filer applied for exemptive relief from the requirements under MI 61-101 to hold a meeting of unitholders and send an information circular in connection with a proposed compulsory acquisition or subsequent acquisition transaction following a take-over bid for Sleep Country Canada Income Fund.

The Filer proposed to rely on a provision in the target's declaration of trust allowing for written resolutions in lieu of a meeting.

The Ontario Securities Commission granted the requested relief, provided that any required minority approval is obtained by written resolution.