Securities Law & Instruments

Applicant deemed to have ceased to be offering its securities to the public under the Business Corporations Act (Ontario).

 

Statutes Cited

 

Business Corporations Act, R.S.O. 1990, c. B.16 as am., s. 1(6).

 

IN THE MATTER OF

THE BUSINESS CORPORATIONS ACT (ONTARIO),

R.S.O. 1990, c. B.16, AS AMENDED

(the “OBCA”)

 

AND

 

IN THE MATTER OF

SANDVINE CORPORATION

(THE “APPLICANT”)

 

ORDER

Subsection 1(6) of the OBCA)

 

                UPON the application of the Applicant to the Ontario Securities Commission (the “Commission”) for an order pursuant to subsection 1(6) of the OBCA to be deemed to have ceased to be offering its securities to the public;

 

                AND UPON the Applicant representing to the Commission that:

 

1.             the Applicant is an “offering corporation” as defined in the OBCA and has an authorized capital consisting of an unlimited number of common shares (“Common Shares”), of which 120,566,638 Common Shares are outstanding;

 

2.             the Applicant’s registered address is located at 408 Albert Street, Waterloo, Ontario, N2L 3V3;

 

3.             on September 21, 2017, all of the issued and outstanding Common Shares of the Applicant were purchased by PNI Canada Acquireco Corp. (“PNI”) by way of a plan of arrangement (the “Arrangement”) entered into on July 17, 2017;

 

4.             as a result of the Arrangement, all of the issued and outstanding Common Shares are beneficially owned, directly or indirectly, by PNI and no other securities, including debt securities, of the Applicant are currently issued and outstanding;

 

5.             the Applicant has no intention to seek public financing by way of an offering of securities;

 

6.             the Applicant’s Common Shares were de-listed from the TSX effective the close of trading on September 22, 2017; and

 

7.             on October 5, 2017, the Applicant was granted an order pursuant to subclause 1(10)(a)(ii) of the Securities Act (Ontario) that it is not a reporting issuer in Ontario and is not a reporting issuer or the equivalent in any other jurisdiction of Canada in accordance with the simplified procedure set out in National Policy 11-206 Process for Cease to be a Reporting Issuer Applications.

 

                AND UPON the Commission being satisfied to do so would not be prejudicial to the public interest;

 

                IT IS HEREBY ORDERED by the Commission pursuant to subsection 1(6) of the OBCA that the Applicant be deemed to have ceased to be offering its securities to the public.

 

                DATED at Toronto on this 6th day of October, 2017.

 

“Janet Leiper”

Commissioner

Ontario Securities Commission

 

“Deborah Leckman”

Commissioner

Ontario Securities Commission