Securities Law

Allkem Limited applied to the Ontario Securities Commission for an order to cease being a reporting issuer in all applicable Canadian jurisdictions.

The principal regulator, satisfied that the filer met the requirements—including having fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, with no securities traded on a marketplace—granted the order.

The applicant, Manulife Investment Management Limited, applied for an order that the Manulife EAFE Equity Fund cease to be a reporting issuer in all jurisdictions of Canada where it is currently a reporting issuer.

The principal regulator found that the outstanding securities of the Fund are beneficially owned by fewer than 15 securityholders in each jurisdiction of Canada and fewer than 51 worldwide, and no securities are traded on a marketplace.

The order was granted.

The applicant, Fidelity Investments Canada ULC, applied for exemptive relief to extend the lapse date of the simplified prospectus for the Fidelity Global Growth Private Pool.

The extension was requested to align the fund's prospectus renewal with other funds managed by the applicant, thereby reducing costs and allowing for a consolidated offering document.

The Ontario Securities Commission granted the requested relief, extending the lapse date to April 25, 2024.

The applicant, CI Investments Inc., applied on behalf of its managed investment funds for exemptive relief from certain provisions of National Instrument 81-102.

The requested relief would permit the funds to invest up to 10% of their net asset value in securities of foreign underlying funds (SICAV and UCITS funds) that are not subject to NI 81-102 and are not reporting issuers in Canada.

The Ontario Securities Commission granted the exemption, finding that the foreign underlying funds are subject to substantially similar regulatory oversight and investment restrictions as Canadian mutual funds, and that the investment would provide an efficient way for the funds to achieve diversification.

The Filers applied to the Ontario Securities Commission for exemptive relief from certain custody requirements in National Instrument 81-102.

Specifically, they sought permission to appoint The Royal Canadian Mint, Brink's, and Loomis as sub-custodians to hold the Funds' physical bullion in Canada, despite these entities not meeting the standard regulatory requirements for sub-custodians.

The Commission granted the requested relief, subject to conditions including that the sub-custodians maintain a specified shareholder equity threshold and that their use is limited strictly to holding bullion.

The Filer applied to the Ontario Securities Commission for exemptive relief under section 6.1 of National Instrument 81-101.

The relief sought an exemption from subsection 2.1(2) of NI 81-101, which prohibits filing a prospectus more than 90 days after the preliminary prospectus receipt.

The Director granted the exemption, permitting the prospectus to be filed no later than October 16, 2023.

The Filer, Danaher Company, applied for an exemption from the prospectus requirement under section 53 of the Securities Act (Ontario) in connection with a proposed spin-off of its wholly-owned subsidiary, Veralto Corporation.

The spin-off involves distributing 100% of Veralto's common stock as a dividend in specie to the Filer's shareholders, including a de minimis number of Canadian shareholders.

The Ontario Securities Commission granted the requested relief, subject to the condition that the first trade of the distributed shares be deemed a distribution subject to resale restrictions.

The Filer applied for exemptive relief on behalf of several mutual funds from the requirement in NI 81-102 to provide securityholders with 60 days' prior notice before engaging in securities lending, repurchase, and reverse repurchase transactions.

The Filer argued that the notice requirement was included in the funds' prospectuses due to an oversight and that the cost of mailing notices outweighed the benefits.

The Ontario Securities Commission granted the relief, provided the Filer issues a press release and posts it on the funds' designated website at least 60 days before commencing the transactions.

Trichome Financial Corp. applied to the Ontario Securities Commission for an order that it has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer.

The Commission found that the Filer met the requirements, including having fewer than 15 securityholders in each jurisdiction of Canada and fewer than 51 worldwide, and granted the order.

The Filer applied for exemptive relief on behalf of existing and future alternative mutual funds to permit them to sell securities short and borrow cash up to a combined aggregate total of 100% of their net asset value, exceeding the 50% limits set out in National Instrument 81-102.

The principal regulator granted the requested relief, subject to conditions including that the funds' aggregate exposure to short selling, cash borrowing, and specified derivatives does not exceed the 300% leverage limit.

The Filer applied for an exemption from the requirement in subsection 6.1(1) of National Instrument 81-102 that all portfolio assets of an investment fund be held under the custodianship of one custodian.

The exemption was sought to permit the Funds to appoint more than one custodian, specifically to allow the physical bullion ETFs to use a specialized bullion custodian while maintaining their existing custodian for other assets.

The Ontario Securities Commission granted the exemption, subject to conditions including that a single entity reconciles all portfolio assets and provides valuation services.

The applicant, BlackRock Asset Management Canada Limited, applied for exemptive relief to extend the lapse dates of the prospectuses for several of its exchange-traded mutual funds to a uniform date of June 30, 2020.

The extension was sought to consolidate the prospectuses, reduce renewal and printing costs, and streamline operations across the applicant's ETF platform.

The Ontario Securities Commission granted the requested relief, finding it would not prejudice the public interest.

The applicant, Caldwell Investment Management Ltd., applied for exemptive relief on behalf of its mutual funds that offer both ETF and mutual fund securities.

The relief sought to permit the funds to treat the ETF securities and mutual fund securities as separate funds for the purpose of complying with the sales and redemptions requirements under Parts 9, 10, and 14 of National Instrument 81-102.

The Ontario Securities Commission granted the requested exemption, provided each class of securities complies with the provisions applicable to its respective type.

The applicant sought approval for the merger of two terminating funds into a continuing fund under subsection 5.5(1)(b) of National Instrument 81-102.

The merger did not meet all criteria for pre-approved reorganizations because it was not a qualifying exchange or tax-deferred transaction under the Income Tax Act.

The principal regulator granted the requested exemptive relief, finding that the merger would provide operational efficiencies and was in the best interest of unitholders.

Callidus Capital Corporation applied to the Ontario Securities Commission for an order to cease being a reporting issuer in all jurisdictions of Canada where it is currently a reporting issuer.

The principal regulator found that the Filer met the necessary requirements, including having fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, and not having its securities traded on any marketplace.

The order was granted.

The Filer applied for exemptive relief from the cash cover requirements under section 2.8(1)(d) of National Instrument 81-102.

The Filer sought permission for its existing and future mutual funds and exchange-traded funds to hold receivables arising from distributions or dividends on portfolio securities as cover for long positions in standardized futures.

The principal regulator granted the exemption, allowing the funds to equitize the receivables and reduce tracking error, provided the funds hold a combination of the receivable, cash cover, and margin equal to the underlying market exposure of the futures position.

The Filer, a Swedish mining company, applied for an order to cease to be a reporting issuer in Canada.

The Filer had voluntarily delisted from the TSX in 2013 and had no material connection to Canada other than a de minimis number of Canadian securityholders.

The Ontario Securities Commission granted the order, finding that Canadian residents beneficially owned less than 2% of the outstanding shares and that the Filer qualifies as a designated foreign issuer.

The applicant, CI Investments Inc., applied to the Ontario Securities Commission for exemptive relief under paragraph 5.5(1)(b) of National Instrument 81-102 to approve the mergers of several terminating mutual funds into continuing mutual funds.

The mergers did not meet all criteria for pre-approved reorganizations under section 5.6 of NI 81-102 because some funds did not have substantially similar fundamental investment objectives, some mergers were not qualifying exchanges under the Income Tax Act, and one fund required significant portfolio realignment.

The Commission granted the requested relief, subject to the applicant obtaining prior approval from the securityholders of the terminating funds and continuing corporate funds at special meetings.

The applicant applied to the Ontario Securities Commission for an order that it has ceased to be a reporting issuer in all jurisdictions of Canada.

The applicant's shares were acquired by a wholly-owned subsidiary pursuant to a plan of arrangement, and its shares were delisted from the Toronto Stock Exchange.

Although the applicant was subject to a failure-to-file cease trade order, it concurrently applied for its revocation.

The Commission granted the requested relief, ordering that the applicant has ceased to be a reporting issuer.

The Filer applied for exemptive relief on behalf of several existing and future mutual funds to permit the filing of a single prospectus for both ETF and mutual fund securities under National Instrument 41-101, rather than separate prospectuses.

The Filer also sought relief to treat the ETF and mutual fund securities as separate funds for the purposes of the sales and redemption requirements under Parts 9, 10, and 14 of National Instrument 81-102.

The Ontario Securities Commission granted the requested exemptions, subject to conditions ensuring appropriate disclosure and compliance with applicable provisions for each security type.