Securities Law & Instruments

Headnote

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the laws of the Cayman Islands.

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181.

Securities Act, R.S.O. 1990, c. S.5, as am.

IN THE MATTER OF

R.S.O. 1990, REGULATION 289/00,

AS AMENDED (the "Regulation")

MADE UNDER THE

BUSINESS CORPORATIONS ACT (ONTARIO),

R.S.O. 1990 c. B.16, AS AMENDED (the "OBCA")

AND

IN THE MATTER OF

JJR VI ACQUISITION CORP.

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of JJR VI Acquisition Corp. (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting the consent of the Commission for the Applicant to continue (the "Continuance") in another jurisdiction pursuant to subsection 4(b) of the Regulation;

AND UPON considering the application and the recommendation of the staff of the Commission;

AND UPON the Applicant having represented to the Commission that:

1. The Applicant was incorporated pursuant to the Business Corporations Act (Ontario) (the "OBCA") by certificate of incorporation effective on December 21, 2009 under the name J6 Acquisition Corp. On January 4, 2010 the Applicant changed its name to JJR VI Acquisition Corp.

2. The Applicant's head office is located at 5 Hazelton Avenue, Suite 300, Toronto, Ontario, M5R 2E1.

3. The authorized share capital of the Applicant consists of an unlimited number of common shares (the "Common Shares"), of which 10,700,000 Common Shares are issued and outstanding as at the date hereof.

4. The Common Shares of the Applicant are listed for trading on the TSX Venture Exchange (the "Exchange") under the symbol "JVI.P".

4. The Applicant is an offering corporation under the provisions of the OBCA and is a reporting issuer within the meaning of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act"), and within the meaning of the Securities Act (British Columbia), R.S.B.C. 1996, c. 418 (the "BCSA") and the Securities Act (Alberta), R.S.A. 2000, c. S-4 (the "ASA"). The Applicant is not a reporting issuer in any other jurisdiction of Canada.

6. The Applicant proposes to make an application to the Director pursuant to Section 181 of the OBCA (the "Application for Continuance") for authorization to continue under the laws of the Cayman Islands.

7. Pursuant to subsection 4(b) of the Regulation, where a corporation is an offering corporation under the OBCA, the Application for Continuance must be accompanied by a consent of the Commission.

8. The Applicant is not in default under any provision of the Act or the regulations or rules made the Act, and is not in default under the BCSA or the ASA.

9. The Applicant is not in default of any of the rules, regulations or policies of the Exchange.

10. The Applicant is not a party to any proceeding nor, to the best of its knowledge, information and belief, any pending proceeding under the Act, BCSA or the ASA.

11. The Application for Continuance is being made in connection with a proposed business combination structured as a 'three cornered' amalgamation (the "Proposed Transaction") involving the Applicant, American Insurance Acquisition Inc., a corporation incorporated under the laws of Delaware ("AIA") and a wholly-owned subsidiary of the Applicant ("Subco") to be incorporated under the laws of Delaware, pursuant to which the Applicant will acquire all of the issued and outstanding shares of AIA, and AIA and Subco will amalgamate as a wholly-owned subsidiary of the Applicant ("Amalco").

12. The holders of Common Shares of the Applicant authorized the Continuance of the Applicant at a special meeting of shareholders (the "Meeting") held on August 20, 2010. The special resolution authorizing the Continuance was approved at the Meeting by 99.90% of the votes cast.

13. The management information circular of the Applicant, dated July 23, 2010, describing the Continuance (the "Information Circular"), provided to all the shareholders of the Applicant in connection with the Meeting, included full disclosure of the reasons for, and the implications of, the proposed Continuance, included a summary of the material differences between the Canada Business Corporations Act and the laws of the Cayman Islands and advised the shareholders of their dissent rights in connection with the Continuance, pursuant to section 185 of the OBCA.

14. The material rights, duties and obligations of a corporation governed by the laws of the Cayman Islands are substantially similar to those of a corporation governed by the OBCA.

15. The Applicant intends to remain a reporting issuer in Ontario and in the other jurisdictions where it is a reporting issuer after the Proposed Transaction.

16. As the Applicant does not intend to maintain a corporate office in Canada subsequent to the Continuance, the Applicant has provided an undertaking (the "Undertaking") to the Commission that it will complete and file an "Issuer Form of Submission to Jurisdiction and Appointment of Agent for Service of Process" in the form of Schedule "A" thereto (the "Submission to Jurisdiction Form") with the Commission through the System for Electronic Document Analysis and Retrieval (SEDAR) promptly following the effective date of the Continuance. The Undertaking also provides that the Applicant will maintain and update the information contained in the Submission to Jurisdiction Form, or furnish a new Submission to Jurisdiction Form, in accordance with the provisions contained therein. The form of Undertaking provided to the Commission is attached as Appendix "A".

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

THE COMMISSION HEREBY CONSENTS to the continuance of the Applicant as a corporation under the laws of the Cayman Islands.

DATED this 27th day of August, 2010.

"Mary G. Condon"
"Paulette L. Kennedy"
_________________________
_________________________
Commissioner
Commissioner
Ontario Securities Commission
Ontario Securities Commission

 

APPENDIX "A"

UNDERTAKING

To:
Ontario Securities Commission (the "Commission")
 
RE:
JJR VI Acquisition Corp. (the "Applicant") -- Application dated August 3, 2010 for a Consent to continuance to the Cayman Islands (the "Continuance") pursuant to clause 4(b) of Ontario Regulation 289/00 made under the Business Corporations Act, R.S.O. 1990, c. B. 16

The Applicant hereby undertakes that it will complete and file an "Issuer Form of Submission to Jurisdiction and Appointment of Agent for Service of Process" in the form of Schedule "A" hereto (the "Submission to Jurisdiction Form") with the Commission through the System for Electronic Document Analysis and Retrieval (SEDAR) promptly following the effective date of the Continuance.

The Applicant hereby further undertakes that it will maintain and update the information contained in the Submission to Jurisdiction Form, or furnish a new Submission to Jurisdiction Form, in accordance with the provisions contained therein.

Dated:
August 20, 2010
_________________________
 
JJR VI ACQUISITION CORP.
 
"Jordan Kupinsky"
_________________________
Name: Jordan Kupinsky
Title: Director

 

SCHEDULE "A"

ISSUER FORM OF SUBMISSION TO

JURISDICTION AND APPOINTMENT OF

AGENT FOR SERVICE OF PROCESS

1. Name of issuer (the "Issuer"):

_________________________

2. Jurisdiction of incorporation, or equivalent, of Issuer:

_________________________

3. Address of principal place of business of Issuer:

_________________________

4. Description of securities (the "Securities"):

_________________________

5. Name of agent for service of process (the "Agent"):

_________________________

6. Address for service of process of Agent in Canada (which address may be anywhere in Canada):

_________________________

7. The Issuer designates and appoints the Agent at the address of the Agent stated above as its agent upon whom may be served with a notice, pleading, subpoena, summons or other process in an action, investigation or administrative, criminal, quasi-criminal, penal or other proceeding (the "Proceeding") arising out of, relating to or concerning the obligations of the Issuer as a reporting issuer and irrevocably waives any right to raise as a defence in any such Proceeding an alleged lack of jurisdiction to bring such Proceeding.

8. The Issuer irrevocably and unconditionally submits to the non-exclusive jurisdiction of:

(a) the judicial, quasi-judicial and administrative tribunals of each of the provinces and territories of Canada in which the Securities have been distributed; and

(b) any administrative proceeding in any such province or territory,

in any Proceeding arising out of or related to or concerning the obligations of the Issuer as a reporting issuer.

9. Until six years after it has ceased to be a reporting issuer in any Canadian province or territory, the Issuer shall file a new Submission to Jurisdiction and Appointment of Agent for Service of Process in this form or as otherwise prescribed by securities law at least 30 days before termination, for any reason, of this Submission to Jurisdiction and Appointment of Agent for Service of Process.

10. Until six years after it has ceased to be a reporting issuer in any Canadian province or territory, the Issuer shall file an amended Submission to Jurisdiction and Appointment of Agent for Service of Process at least 30 days before a change in the name or address of the Agent.

11. This Submission to Jurisdiction and Appointment of Agent for Service of Process shall be governed by and construed in accordance with the laws of [insert province or territory of above address of Agent].

Dated: _________________________
_________________________
Signature of Signing Officer of Issuer
 
Print name and title of person signing

AGENT

The undersigned accepts the appointment as agent for service of process of [insert name of Issuer] under the terms and conditions of the preceding Submission to Jurisdiction and Appointment of Agent for Service of Process.

Dated: _________________________
_________________________
Signature of Agent
 
Print name of person signing and, if Agent is
not an individual, the title of the person