Saxon Financial Inc. - s. 1(6) of the OBCA

Order

Headnote

Filer deemed to have ceased to be offering its securities to the public under the OBCA.

Applicable Legislative Provisions

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

SAXON FINANCIAL INC.

(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).

2. The head office of Applicant is located at 70 University Avenue, Suite 1100, P.O. Box 20, Toronto, Ontario.

3. On August 19, 2008, IGM Financial Inc. (IGM Financial) made an offer (the Offer) to acquire all of the issued and outstanding Common Shares. The Offer expired on September 25, 2008.

4. On September 25, 2008, an aggregate of 13,042,230 Common Shares, which represented approximately 95.3% of the issued and outstanding Common Shares, were validly tendered to the Offer.

5. The remaining Common Shares that were not tendered under the Offer by the expiry time were to be acquired by IGM Financial under the compulsory acquisition procedures of the OBCA effective October 27, 2008 (the Effective Date). As a result, IGM Financial became the sole beneficial holder of all of the Common Shares.

6. As of the date of this decision, all of the outstanding securities of the Applicant, including debt securities, which are beneficially owned, directly or indirectly, are held by a sole securityholder, Mackenzie Financial Corporation, an indirect wholly-owned subsidiary of IGM Financial.

7. The Common Shares have been de-listed from the Toronto Stock Exchange, effective as of the close of trading on October 24, 2008.

8. No securities of the Applicant are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation.

9. The Applicant is a reporting issuer, or the equivalent, in all of the jurisdictions in Canada in which it is currently a reporting issuer and to its knowledge is currently not in default of any of the applicable requirements under the legislation. The Applicant has applied for relief to cease to be a reporting issuer in all of the jurisdictions in Canada in which it is currently a reporting issuer (the Relief Requested).

10. The Applicant has no intention to seek public financing by way of an offering of securities.

11. Upon the grant of the Relief Requested, the Applicant will not be a reporting issuer or equivalent in any jurisdiction of Canada.

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 for the purpose of the OBCA.

DATED November 11, 2008.

"Mary Condon"
Commissioner
 
"Paul K Bates"
Commissioner