EXPLANATORY NOTE
This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) is being filed by the Reporting Persons to report the change in their beneficial ownership of Class A Exchangeable Shares as a result of the Issuer’s automatic re-designation of all of the issued and outstanding Class A-1 Exchangeable Shares into Class A Exchangeable Shares on a one-for-one basis.
Information and defined terms reported in the original Schedule 13D (including the Amendment No. 1 and Amendment No. 2 thereto) (the “Original Schedule 13D”) remain in effect except to the extent that they are amended or superseded by information contained in this Amendment No. 3.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Original Schedule 13D is hereby supplemented to include the information set forth in Items 4 and 5 of this Amendment No. 3.
Item 4. Purpose of Transaction.
Item 4 of the Original Schedule 13D is hereby supplemented to include the following:
On August 9, 2024, the Issuer’s bye-laws were amended to (i) implement a voting restriction on the Class A Exchangeable Shares whereby no shareholder will be able to vote more than 9.9% of the outstanding Class A Exchangeable Shares, even if their ownership exceeds 9.9% (the “Voting Restriction”), and (ii) provide for the automatic re-designation of all of the issued and outstanding Class A-1 Exchangeable Shares into Class A Exchangeable Shares on a one-for-one basis (the “Automatic Redesignation”). The Automatic Redesignation took effect on August 29, 2024.
Upon the effectiveness of the Automatic Redesignation, the Reporting Persons no longer own any Class A-1 Exchangeable Shares and beneficially own an aggregate 8,213,563 Class A Exchangeable Shares. Due to the Voting Restriction, the Reporting Persons are deemed to carry voting rights representing only 9.9% of the outstanding Class A Exchangeable Shares immediately following the effectiveness of the Automatic Redesignation.
Item 5. Interest in Securities of the Issuer.
Item 5(a)-(c) of the Original Schedule 13D is hereby amended and restated as follows:
(a)-(b) The information relating to the beneficial ownership of Class A Exchangeable Shares by each Reporting Person set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference herein. The aggregate number and percentage of Class A Exchangeable Shares held by the Reporting Persons to which this Schedule 13D relates is 8,213,563 Class A Exchangeable Shares, constituting approximately 18.9% of the Issuer’s currently outstanding Class A Exchangeable Shares. The percentage ownership of the Reporting Persons is based on an aggregate number of Class A Exchangeable Shares of 43,385,526 outstanding as of June 30, 2024, as disclosed in the Issuer’s interim report for the quarter ended June 30, 2024 filed with the Securities and Exchange Commission on August 14, 2024.
(c) Other than the transactions described in this Amendment No. 3, there have been no transactions by the Reporting Persons in the Class A Exchangeable Shares during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The information set forth in Item 4 hereof is hereby incorporated by reference into this Item 6.
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