Consent given to an offering corporation under the Business Corporations Act(Ontario) to continue under the Business Corporations Act(British Columbia). Continuation into B.C. is being done for the purposes of completing an amalgamation of the issuer with a B.C. company which is a step in a plan of arrangement.
Business Corporations Act, R.S.O. 1990, c. B.16, s. 181.
Securities Act, R.S.O. 1990, c. S.5.
Regulation made under the Business Corporations Act, Ont. Reg. 289/00, s. 4(b).
Securities Act, R.S.O. 1990, c. S.5.
IN THE MATTER OF
THE REGULATION MADE UNDER
THE BUSINESS CORPORATIONS ACT,
R.S.O. 1990, c. B.16 (the "OBCA"),
REGULATION 289/00 (the "Regulation")
IN THE MATTER OF
FOUR SEASONS HOTELS INC.
(Subsection 4(b) of the Regulation)
UPON the application of Four Seasons Hotels Inc. ("Four Seasons") to the Ontario Securities Commission (the "Commission") requesting a consent from the Commission for Four Seasons to continue 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 Four Seasons having represented to the Commission that:
1. Four Seasons exists under the laws of the Province of Ontario by virtue of its incorporation under the OBCA which was effective as of January 6, 1978.
2. The principal office of Four Seasons is located at 1165 Leslie Street, Toronto, Ontario, M3C 2K8.
3. Four Seasons' authorized share capital consists of 3,725,698 variable multiple voting shares ("Variable Multiple Voting Shares"), an unlimited number of limited voting shares ("Limited Voting Shares"), an unlimited number of First Preference Shares, issuable in series and an unlimited number of Second Preference Shares, issuable in series. As of the close of business on April 16, 2007, there were issued and outstanding 3,725,698 Variable Multiple Voting Shares and 34,131,080 Limited Voting Shares. All of the issued and outstanding Limited Voting Shares of Four Seasons are listed and posted for trading on the Toronto Stock Exchange and on the New York Stock Exchange under the symbols "FSH" and "FS", respectively.
4. Four Seasons is an offering corporation under the OBCA and is a reporting issuer under the Securities Act, R.S.O. 1990, c. S.5 (the "Act").
5. On February 12, 2007, Four Seasons announced that it had entered into an agreement (the "Acquisition Agreement") with FS Acquisition Corp. (the "Purchaser"), a company incorporated under the laws of the Province of British Columbia. Pursuant to the Acquisition Agreement, the Purchaser agreed to acquire, by way of a plan of arrangement under the OBCA (the "Arrangement"), all of the outstanding Limited Voting Shares of Four Seasons, other than the Limited Voting Shares held by The Bill & Melinda Gates Foundation Trust, which will be acquired by Four Seasons pursuant to the Arrangement and a separate agreement for identical consideration, and the Limited Voting Shares held by affiliates of Kingdom Hotels International and Cascade Investment, L.L.C.
6. Following completion of the Arrangement, Four Seasons will be a wholly-owned subsidiary of the Purchaser. As soon as possible thereafter, Four Seasons will be continued under the Business Corporations Act (British Columbia), S.B.C. 2002, c. 57 (the "BCBCA") and the Purchaser and Four Seasons will amalgamate under the laws of the BCBCA. At the request of the Purchaser, and as disclosed in the management information circular dated March 5, 2007 (the "Circular"), Four Seasons has agreed to continue pursuant to the laws of the Province of British Columbia prior to amalgamating with the Purchaser. Accordingly, pursuant to section 181 of the OBCA, Four Seasons proposes to submit to the Director appointed under the OBCA an application (the "Application for Continuance") for authorization to continue as a corporation under the BCBCA.
7. Pursuant to subsection 4(b) of the Regulation, where a corporation applying to continue to another jurisdiction is an offering corporation (as such term is defined in the OBCA), the Application for Continuance must be accompanied by a consent from the Commission.
8. To the best of its knowledge, Four Seasons is not in default of any material applicable requirement of the Act or the regulations or rules promulgated thereunder.
9. Four Seasons is not a party to any proceeding under the Act or, to the best of its knowledge, information and belief, any pending proceeding under the Act.
10. In accordance with the interim order received from the Ontario Superior Court of Justice (the "Court") on February 26, 2007, the special resolution authorizing the Arrangement was approved at the Special Meeting of Shareholders held on April 5, 2007 (the "Meeting") by more than 66 2/3% of all of the votes cast by holders of Limited Voting Shares and by a simple majority of the minority holders of Limited Voting Shares and was approved by way of a written declaration of the holder of Variable Multiple Voting Shares. On April 13, 2007, a final order approving the Arrangement was obtained from the Court.
11. Pursuant to Section 185 of the OBCA, all shareholders of record as of the record date, being February 28, 2007, for the Meeting were entitled to dissent rights with respect to the Arrangement (the "Dissent Rights").
12. A description of the Arrangement was included in the Circular mailed to the shareholders on March 13, 2007 and filed on SEDAR on March 14, 2007. The Circular advised the holders of Limited Voting Shares of their Dissent Rights.
13. As soon as practicable following completion of the Arrangement and subsequent amalgamation with the Purchaser, it is anticipated that Four Seasons will apply to cease being a reporting issuer under the Act. If the Amalgamation were to be effected after Four Seasons ceased to be a reporting issuer, the Consent order requested hereby would not be required.
AND UPON the Commission being satisfied that to do so is not prejudicial to the public interest;
THE COMMISSION HEREBY CONSENTS to the continuance of Four Seasons under the BCBCA.
DATED this 20th day of April, 2007.
"Robert L. Shirriff"