Mutual Reliance Review System for Exemptive Relief Applications -- application for an order that the issuer is not a reporting issuer.
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10).
September 27, 2007
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ONTARIO, ALBERTA AND SASKATCHEWAN
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
CANADA'S PIZZA DELIVERY CORP.
MRRS DECISION DOCUMENT
The local securities regulatory authority or regulator (the "Decision Maker") in each of the Jurisdictions has received an application from the Applicant, for a decision under the securities legislation of the Jurisdictions (the "Legislation") to not be a reporting issuer in the Jurisdictions in accordance with the Legislation (the "Requested Relief").
Under the Mutual Reliance Review System for Exemptive Relief Applications:
(a) the Ontario Securities Commission is the principal regulator for this application; and
(b) this MRRS decision document evidences the decision of each Decision Maker.
Defined terms contained in National Instrument 14-101 -- Definitions have the same meaning in this decision unless they are defined in this decision.
This decision is based on the factual information below as provided by the Applicant.
1. The Applicant is a corporation existing under the Canada Business Corporations Act.
2. The Applicant's registered and principal office is located in Leamington, Ontario.
3. The Applicant is a reporting issuer under the Legislation in each of the Jurisdictions and in British Columbia. On August 22, 2007, the Applicant filed a notice in British Columbia pursuant to BC Instrument 11-502 -- Voluntary Surrender of Reporting Issuer Status stating that the Applicant will cease to be a reporting issuer in British Columbia on September 1, 2007.
4. The Common Shares of the Applicant (the "Common Shares") were listed for trading on the TSX Venture Exchange under the symbol "CPZ" until they were voluntarily delisted on August 21, 2007.
5. Effective August 15, 2007, the Applicant completed a plan of arrangement pursuant to section 192 of the Canada Business Corporations Act involving the Applicant, the shareholders (the "Shareholders") of the Applicant and Roberto Ledeboer whereby Roberto Ledeboer acquired all of the issued and outstanding Common Shares from the Shareholders (which he did not already own) in exchange for cash consideration (the "Going Private Transaction").
6. The Going Private Transaction was approved by the requisite number of votes at the special meeting of Shareholders on June 13, 2007 and the final order of the Court of Queen's Bench of Alberta approving the plan of arrangement was obtained on June 20, 2007. Closing of the Going Private Transaction was, however, delayed until August 15, 2007 by matters outside the Applicant's control.
7. Other than the failure to file audited annual financial statements and the related management's discussion and analysis of financial condition and results of operations for the year ended March 31, 2007 together with the required chief executive officer and chief financial officer certifications, the Applicant is not in default in any of its obligations under the Legislation as a reporting issuer.
8. The Applicant decided not to prepare and file the materials referred to in paragraph 7 for the year ended March 31, 2007 as it anticipated the closing date of the Going Private Transaction would occur prior to the deadline for filing such materials.
9. The outstanding securities of the Applicant, including debt securities, are beneficially owned, directly or indirectly, by less than 15 security holders in each of the jurisdictions in Canada and less than 51 security holders in total in Canada.
10. No securities of the Applicant are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation.
11. The Applicant is applying for relief to cease to be a reporting issuer in all of the jurisdictions in Canada in which it is currently a reporting issuer.
Each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the decision has been met.
The decision of the Decision Makers under the Legislation is that the Requested Relief is granted.