OSC 2016

The Filer, Aralez Pharmaceuticals Inc., applied to the Ontario Securities Commission for exemptive relief from the requirement to include certain historical financial statements in a business acquisition report and any short form prospectus following its acquisition of the U.S. and Canadian rights to Zontivity from Merck.

The Filer submitted that it was impracticable to prepare carve-out financial statements because Merck did not treat the acquired assets as a separate business and did not maintain distinct accounts.

The principal regulator granted the requested relief, permitting the Filer to provide abbreviated financial statements instead.

The Filer, TransGlobe Apartment Real Estate Investment Trust, applied for an order under the securities legislation of Ontario to cease to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer.

The Ontario Securities Commission, acting as the principal regulator, granted the order, noting that the Filer's outstanding securities are beneficially owned by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, and are not traded on any marketplace.

The applicant, Mines Management, Inc., applied to the Ontario Securities Commission for an order to cease being a reporting issuer in all applicable Canadian jurisdictions.

The Commission found that the applicant met the necessary requirements, including having fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, with no securities traded on a marketplace.

The application was granted.

The Filer, DBRS Limited, applied to the Ontario Securities Commission for an amended and restated decision to add DBRS México as a designated rating organization (DRO) affiliate under National Instrument 25-101.

The Commission, acting as the principal regulator under the passport system, found that the Filer met the regulatory requirements and granted the designation order, revoking the previous October 2012 Designation.

The applicant, a U.S.-based manufacturing company listed on the NYSE, applied for a decision that it is no longer a reporting issuer in British Columbia, Ontario, and Nova Scotia.

The applicant has no operations in Canada and a minimal number of Canadian securityholders.

The Ontario Securities Commission, acting as principal regulator, granted the requested exemptive relief, noting the applicant's undertaking to continue delivering U.S. continuous disclosure materials to its Canadian securityholders.

The Filer, Prism Medical Ltd., applied to the Ontario Securities Commission for an order declaring that it has ceased to be a reporting issuer in all jurisdictions of Canada.

The Filer represented that it is not an OTC reporting issuer, its outstanding securities are beneficially owned by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, and its securities are not traded on any marketplace.

The principal regulator was satisfied that the test under the legislation was met and granted the requested order.

The applicant, Mackenzie Financial Corporation, applied to the Ontario Securities Commission for exemptive relief on behalf of its investment funds.

The applicant sought an exemption from the requirement in National Instrument 81-106 to send an information circular to each registered securityholder when soliciting proxies.

Instead, the applicant requested permission to use a notice-and-access procedure, similar to the procedure available to corporate finance issuers under National Instrument 51-102 and National Instrument 54-101.

The Commission granted the requested relief, subject to several conditions ensuring that securityholders receive a notice-and-access document and can easily obtain a paper copy of the information circular upon request.

The Filer, Whiterock Real Estate Investment Trust, applied to the Ontario Securities Commission for an order that it has ceased to be 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 criteria, including having fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, and not being in default of securities legislation.

The order was granted.

The applicant applied on behalf of an investment fund for exemptive relief from the concentration restriction in Section 2.1(1) of National Instrument 81-102.

The relief was sought to permit the fund to invest more than 10% of its net asset value in securities of Canadian Banks, in accordance with its investment objectives.

The principal regulator granted the requested relief, subject to conditions including that the fund not invest more than 15% of its net assets in any one Canadian Bank and that appropriate risk disclosure be included in its prospectus.

The Filer, Strathbridge Asset Management Inc., applied on behalf of several investment funds for an exemption from the prospectus requirement under Ontario securities legislation.

The exemption was sought to allow the Funds to resell securities that had been repurchased or redeemed under their respective programs without filing a prospectus.

The Ontario Securities Commission granted the exemptive relief, subject to conditions including that the Funds' trust agreements provide for the programs and that resales comply with applicable exchange rules and resale restrictions.

The applicant, an investment fund manager, applied for exemptive relief on behalf of several proposed exchange-traded funds (ETFs).

The requested relief included exemptions from the requirement to include an underwriter's certificate in the prospectus, the requirement to include a prescribed statement respecting purchasers' statutory rights, and the take-over bid requirements for persons purchasing ETF securities in the normal course.

The Ontario Securities Commission granted the requested exemptions, subject to conditions including the filing and delivery of a Summary Document or ETF Facts document.

The Filer, Hilton Worldwide Holdings Inc., applied for an exemption from the prospectus requirement under section 53 of the Securities Act in connection with a proposed spin-off of two wholly-owned subsidiaries, Park Hotels & Resorts Inc. and Hilton Grand Vacations Inc. The spin-off would be effected by way of a dividend in specie to the Filer's shareholders, including a de minimis number of Canadian shareholders.

The Ontario Securities Commission granted the exemption, provided that the first trade in the distributed shares is deemed a distribution unless the conditions in National Instrument 45-102 Resale of Securities are satisfied.

The Filer, RBC Global Asset Management Inc., applied for exemptive relief from certain provisions of National Instrument 81-102 Investment Funds on behalf of its mutual funds.

The relief sought to permit the funds to enter into cleared swaps, deposit cash and portfolio assets as margin with a Futures Commission Merchant, and exceed certain counterparty exposure limits.

The Ontario Securities Commission granted the requested relief, revoking and replacing previous relief, subject to specific conditions regarding margin deposits and regulatory oversight.

The Filer applied for exemptive relief under paragraph 5.5(1)(b) of National Instrument 81-102 to approve the merger of the Coxe Commodity Strategy Fund into the Global Water Solutions Fund.

The merger did not meet all pre-approval criteria because the funds had different investment objectives and fee structures, and the merger would be completed on a taxable basis to preserve unused capital losses.

The Principal Regulator granted the requested relief, finding it beneficial to unitholders and not prejudicial to the public interest.

The Filer applied for exemptive relief from the related issuer and consent restrictions under the Securities Act and National Instrument 31-103.

The relief was sought to allow the Pooled Funds to invest in Underlying Funds managed by the Filer or its affiliates, creating a Fund-on-Fund Structure.

The Ontario Securities Commission granted the requested exemptions, subject to conditions including that the securities are distributed solely to permitted clients and that no duplicative management or incentive fees are payable.

The Filer, Purpose Investments Inc., applied to the Ontario Securities Commission for exemptive relief from subsection 9.1.1(b) of National Instrument 81-102.

The relief sought to permit the Filer's non-redeemable investment funds to enter into a specified derivative with a market maker to hedge exposure to changes in the funds' net asset value per unit.

The principal regulator granted the requested relief, subject to conditions including valuation requirements, limits on notional units, and termination rights.

The applicant, acting as manager and trustee of a new mutual fund, applied to the Ontario Securities Commission for exemptive relief.

The applicant sought relief from National Instrument 81-102 to permit the fund to invest substantially all of its assets in silver bullion.

The applicant also sought relief from the form requirements of Form 81-101F3 to allow a custom disclosure of the fund's investment risk classification based on qualitative factors rather than volatility.

The principal regulator granted the requested exemptions, subject to specific disclosure conditions in the fund's prospectus and fund facts documents.

The Filer applied on behalf of the Top Fund for an exemption from the restriction prohibiting an investment fund from knowingly making an investment in a person or company in which it is a substantial security holder.

The Top Fund invests substantially all of its assets in the Underlying Fund, which could result in it holding more than 20% of the Underlying Fund's outstanding voting securities.

The Ontario Securities Commission granted the exemption, subject to conditions including that securities of the Top Fund are distributed solely pursuant to prospectus exemptions and that specific disclosure is provided to investors.

The applicant, an investment fund manager, applied for exemptive relief from the performance rating and ranking requirements in paragraphs 15.3(4)(c) and 15.3(4)(f) of National Instrument 81-102.

The relief was sought to permit the applicant's mutual funds to reference FundGrade A+ Awards and FundGrade Ratings in their sales communications.

The Ontario Securities Commission granted the requested relief, subject to specific disclosure conditions and time limits on the use of the awards.

The Filer, Yum!

Brands, Inc., applied for exemptive relief from the prospectus and dealer registration requirements of the Securities Act (Ontario).

The relief was sought in connection with a proposed spin-off of its China restaurant operations into a newly formed independent company, SpinCo.

The transaction involved distributing SpinCo shares as a dividend in specie to Canadian shareholders and adjusting equity-based compensation awards for Canadian employees.

The Ontario Securities Commission granted the requested exemptions, subject to standard resale restrictions.