Mutual Reliance Review System for Exemptive Relief Applications -- issuer is not a reporting issuer.
Applicable Ontario Statutory Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10).
Citation: Steeplejack Industrial Group Inc., 2007 ABASC 786
November 2, 2007
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ALBERTA, ONTARIO AND QUEBEC
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
STEEPLEJACK INDUSTRIAL GROUP INC.
MRRS DECISION DOCUMENT
1. The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) that the Filer be deemed to have ceased to be a reporting issuer in the Jurisdictions (the Requested Relief).
2. Under the Mutual Reliance Review System for Exemptive Relief Applications:
(a) the Alberta Securities Commission (the Commission) is the principal regulator for this application; and
(b) this MRRS decision document evidences the decision of each Decision Maker.
3. Defined terms contained in National Instrument 14-101 Definitions have the same meanings in this decision unless they are defined in this decision.
4. This decision is based on the following facts represented by the Filer:
(a) The Filer was incorporated under the Business Corporations Act (Alberta) (the ABCA) by certificate of incorporation dated May 15, 1987 under the name "Ventana Equities Inc.". On December 15, 1992, the Filer changed its name to "Steeplejack Industrial Group Inc.".
(b) The head office and registered office of the Filer is located in Edmonton.
(c) The authorized capital of the Filer currently consists of an unlimited number of common shares (the Common Shares). As of the date hereof, there are 200 Common Shares issued and outstanding, all of which are held beneficially by the Brock Group, Inc. (the Brock Group).
(d) The Filer is a reporting issuer or the equivalent in the provinces of Alberta, Quebec and Ontario.
(e) Pursuant to an arrangement agreement dated July 22, 2007 (as subsequently amended on August 14, 2007) between the Filer, the Brock Group and an affiliate thereof (Acquisition Sub), all of the issued and outstanding Common Shares of the Filer were acquired by Acquisition Sub by way of a court approved plan of arrangement under the ABCA (the Arrangement). The Arrangement was approved by shareholders and optionholders of the Filer at a special meeting of shareholders and optionholders held on September 18, 2007 and received court approval on September 19, 2007 pursuant to Section 193 of the ABCA.
(f) Effective September 26, 2007, Acquisition Sub acquired all of the issued and outstanding Common Shares of the Filer. Immediately thereafter the Filer amalgamated with Acquisition Sub and continued as "Steeplejack Industrial Group Inc.". The Filer has no other securities outstanding other than the Common Shares owned by the Brock Group.
(g) The Filer has no current intention to seek public financing by way of an offering of securities.
(h) The Common Shares were de-listed from the Toronto Stock Exchange on October 1, 2007 and no securities of the Filer are listed or traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation.
(i) The Filer is not in default of any of its obligations as a reporting issuer under the Legislation, other than its obligation to file its annual information form, annual financial statements, related management's discussion and analysis under National Instrument 51-102 Continuous Disclosure Obligations and annual certificates under Multilateral Instrument 52-109 Certification of Disclosure in Filings, in each case, for the year ended June 30, 2007.
(j) Upon the grant of the relief requested herein, the Filer will not be a reporting issuer or the equivalent in any jurisdiction of Canada.
5. 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.
6. The decision of the Decision Makers under the Legislation is that the Requested Relief is granted.