OSC 2016

The Filer, Scougall Services Limited Partnership, applied for a decision under the securities legislation of Ontario to exempt the issuance of limited partnership units to Family Trusts from registration and prospectus requirements.

The Filer also sought to revoke a previous 2012 decision granting similar relief.

The Ontario Securities Commission granted the requested relief, subject to conditions regarding the non-transferability of the units and the provision of financial statements and rulings to the trustees of the Family Trusts.

Sprott Asset Management LP applied for exemptive relief on behalf of certain top funds to permit them to invest in underlying funds such that they become substantial security holders.

The Ontario Securities Commission granted the requested relief, subject to conditions including that the top funds are distributed solely pursuant to prospectus exemptions, the investments are compatible with the top funds' objectives, and there is no duplication of management or incentive fees.

Transition Therapeutics Inc. applied for an order under the securities legislation to cease to be a reporting issuer in all jurisdictions in Canada where it is a reporting issuer.

The principal regulator, the Ontario Securities Commission, 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 having its securities traded on any marketplace.

The order was granted.

The Filer applied for an exemption from the requirement in subsection 3.2.01(1) of National Instrument 81-101 to deliver Fund Facts before accepting an instruction for the purchase of mutual fund securities.

The exemption was sought for purchases made pursuant to automatic switches from Deferred Sales Charge options to sales charge purchase options upon the expiry of redemption charge schedules.

The Ontario Securities Commission granted the exemption, subject to conditions including specific disclosure requirements in the simplified prospectus and Fund Facts, and notification plans for existing investors.

The applicant, an Australian company listed on the ASX, applied for an order to cease to be a reporting issuer in Ontario, Alberta, and British Columbia.

The applicant demonstrated that Canadian residents beneficially own less than 2% of its outstanding shares and comprise less than 2% of its total securityholders worldwide.

The applicant also confirmed it had not taken steps to create a market for its securities in Canada in the past 12 months.

The Ontario Securities Commission, acting as principal regulator, granted the order.

The Filer applied for an order under the securities legislation of Ontario that it has ceased 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 jurisdiction of Canada and fewer than 51 securityholders worldwide, and that no securities are traded on a marketplace.

The applicants, Redwood Asset Management Inc. and Purpose Investments Inc., applied to the Ontario Securities Commission for approval of a change of control of the Manager under section 5.5(1)(a.1) of National Instrument 81-102.

Purpose Investments Inc. proposed to acquire all issued and outstanding shares of Redwood Asset Management Inc. The Commission was satisfied that the test set out in the legislation was met and granted the requested approval.

Manulife Asset Management Limited applied for exemptive relief on behalf of existing and future investment funds it manages.

The requested relief sought an exemption from the requirement under National Instrument 81-106 to send an information circular to each registered securityholder whose proxy is solicited, allowing the funds to instead use a Notice-and-Access Document.

The principal regulator granted the exemption, subject to conditions ensuring securityholders maintain access to the same quality of disclosure material and can request printed copies without charge.

The Filer, Questrade, Inc., applied to the Ontario Securities Commission for an exemption from the prospectus requirement for the distribution of contracts for difference (CFDs) and over-the-counter foreign exchange contracts to investors in Ontario and other applicable jurisdictions.

The Commission granted the requested relief, subject to several conditions, including that the Filer remains registered as an investment dealer, complies with IIROC rules and acceptable practices, and provides clients with a comprehensive risk disclosure document prior to their first transaction.

The relief expires after four years or upon certain regulatory changes.

The applicant, Rexel S.A., applied to the Ontario Securities Commission for exemptive relief from the prospectus and dealer registration requirements of the Securities Act.

The relief was sought in connection with a global employee share offering for employees of the Rexel Group, including Canadian employees.

The Commission granted the requested relief, subject to conditions regarding the first trade of the securities.

The applicant applied on behalf of an investment fund for exemptive relief from the substantial security holder rules under the securities legislation.

The relief was sought to permit the fund to invest in underlying entities and stand-alone vehicles without violating the prohibitions against knowingly making or holding an investment in a person or company in which the fund, alone or together with related investment funds, is a substantial security holder.

The Ontario Securities Commission granted the requested relief, subject to several conditions regarding the distribution of units, investment compatibility, fee duplication, and disclosure.

The Filer, Fidelity Investments Canada ULC, applied on behalf of the Funds for exemptive relief to extend the time limits for the renewal of their simplified prospectus, fund facts, and annual information form.

The extension was requested to align the lapse date of the Funds' prospectus with that of approximately 98 affiliated mutual funds managed by the Filer, allowing them to be combined in the same simplified prospectus.

The principal regulator granted the requested relief, finding that it would not affect the accuracy of the information contained in the prospectus and would not be prejudicial to the public interest.

The applicant applied to the Ontario Securities Commission for exemptive relief to extend the lapse date of the simplified prospectus, fund facts, and annual information form for two mutual funds.

The extension was requested to align the renewal date with that of 98 affiliated mutual funds managed by the applicant, allowing for consolidated disclosure and administrative efficiency.

The Commission granted the requested relief, finding it would not be prejudicial to the public interest.

The Manager applied 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 funds.

The mergers did not meet all pre-approval criteria under section 5.6 because of differences in investment objectives, fee structures, and tax treatment.

The Ontario Securities Commission granted the requested approval, finding the mergers beneficial to securityholders due to streamlined product offerings, reduced costs, and preserved tax losses.

The Filer applied on behalf of the Fund for exemptive relief from the requirement to obtain prior securityholder approval before changing the fundamental investment objectives of the Fund under subsection 5.1(1)(c) of National Instrument 81-102.

The change was necessitated by amendments to the Income Tax Act eliminating the favourable tax treatment of character conversion transactions.

The Ontario Securities Commission granted the requested relief, provided the Filer sends written notice to securityholders at least 30 days before the effective date of the change.

The Filer applied for exemptive relief from the requirement to obtain prior securityholder approval before changing the fundamental investment objectives of the Moneda Latam Corporate Bond Fund under subsection 5.1(1)(c) of National Instrument 81-102.

The change was necessitated by amendments to the Income Tax Act regarding character conversion transactions, which eliminated the tax efficiency of the Fund's forward agreement.

The Ontario Securities Commission granted the requested relief, provided the Filer sends written notice to securityholders at least 30 days before the change takes effect.

The Filer, InnVest Real Estate Investment Trust, applied for an order to cease being a reporting issuer in all jurisdictions of Canada where it is a reporting issuer.

The principal regulator, the Ontario Securities Commission, 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.

Glencore Canada Corporation applied for a decision that it is no longer a reporting issuer in the applicable Canadian jurisdictions.

The Filer is an indirect wholly-owned subsidiary of Glencore plc and its only outstanding securities held by third parties are notes guaranteed by Glencore.

The Ontario Securities Commission, acting as principal regulator, granted the requested exemptive relief, noting that the Filer has no intention to distribute securities to the public in Canada.

Nordex Explosives Ltd. 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 Commission found that the Filer met the necessary criteria, including having fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, and granted the requested order.

Espial Group Inc. applied for exemptive relief from the requirements under National Instrument 51-102 and National Instrument 44-101 to provide certain historical financial statements for a significant acquisition.

The Filer acquired assets from ARRIS Group, Inc., which did not maintain separate financial statements for the acquired assets, making the preparation of carve-out financial statements impracticable.

The Ontario Securities Commission granted the requested relief, permitting the Filer to provide alternative financial statements in its business acquisition report and any short form prospectus.