Liquor Stores N.A. Ltd.

Decision

Headnote

Multilateral Instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- exemption granted to a successor issuer from the requirement to deliver personal information forms for individuals for whom its predecessor issuer previously delivered personal information forms.

Applicable Legislative Provisions

National Instrument 44-101 Short Form Prospectus Distributions.

Citation: Liquor Stores N.A. Ltd., Re, 2012 ABASC 114

March 20, 2012

IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ALBERTA AND ONTARIO
(the Jurisdictions)
AND
IN THE MATTER OF
THE PROCESS FOR EXEMPTIVE RELIEF
APPLICATIONS IN MULTIPLE JURISDICTIONS
AND
IN THE MATTER OF
LIQUOR STORES N.A. LTD.
(the Filer)
DECISION

Background

The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) exempting the Filer from the requirement under subsection 4.1(b) of National Instrument 44-101 Short Form Prospectus Distributions (NI 44-101) for the Filer to deliver a Personal Information Form and Authorization to Collect, Use and Disclose Personal Information (in the form attached as Appendix A to National Instrument 41-101 General Prospectus Requirements (NI 41-101)) for each director and executive officer of the Filer at the time of filing a preliminary short form prospectus, for whom Liquor Stores Income Fund (the Fund) has previously delivered any of the documents described in clauses 4.1(b)(i)(E) through (G) of NI 44-101 at the time of filing such preliminary short form prospectus (the Exemption Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):

(a) the Alberta Securities Commission is the principal regulator for the Application;

(b) the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Saskatchewan, Manitoba, Québec, New Brunswick, Nova Scotia, Prince Edward Island, and Newfoundland and Labrador; and

(c) this decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

Terms defined in National Instrument 14-101 Definitions or MI 11-102 have the same meaning if used in this decision, unless otherwise defined herein.

Representations

This decision is based on the following facts represented by the Filer:

The Fund and the Arrangement

1. The Fund was a trust established under the laws of the Province of Alberta pursuant to an amended and restated declaration of trust.

2. A Plan of Arrangement completed on 31 December 2010 under Section 192 of theCanada Business Corporations Act resulted in the reorganization of the Fund (an income trust) into the Filer (a corporation) (the Arrangement).

3. The Fund was a reporting issuer or the equivalent under the securities legislation of each of the Provinces of Canada. In connection with the Arrangement the Fund ceased to be a reporting issuer in each of the Provinces of Canada.

4. The trust units and the convertible debentures of the Fund were listed on the Toronto Stock Exchange (the TSX) and were delisted from the TSX prior to the opening of markets on 7 January 2011.

5. Prior to completion of the Arrangement, the Fund was not in default of applicable securities legislation in any of the Provinces of Canada.

The Filer

6. The Filer is a corporation incorporated under the laws of Canada. The head office of the Filer is located in Edmonton, Alberta.

7. The Filer is a reporting issuer or the equivalent under the securities legislation of each of the Provinces of Canada and is not in default of applicable securities legislation in any of the Provinces of Canada.

8. The Filer is a "successor issuer", as defined in NI 44-101, of the Fund as the Filer exists as a result of the Arrangement, which was a "restructuring transaction", as defined in NI 41-101, and such restructuring transaction did not involve a divestiture of a portion of the Fund's business.

9. The common shares and the convertible debentures of the Filer are listed and posted for trading on the TSX.

10. The Fund has previously delivered the documents described in clauses 4.1(b)(i)(E) through (G) of NI 44-101 (the Fund PIFs) for each individual acting in the capacity of director or executive officer of Liquor Stores GP Inc. (administrator of the Fund) on 7 December 2007, being the time of the last filing of a preliminary short form prospectus by the Fund.

Decision

Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.

The decision of the Decision Makers under the Legislation is that the Exemption Sought is granted, provided that:

(a) each individual:

(i) for whom the Fund has previously delivered a Fund PIF; and

(ii) who is a director or executive officer of the Filer at the time of a prospectus filing by the Filer;

authorizes the Decision Makers, in respect of the prospectus filing by the Filer, to collect, use and disclose the personal information that was previously provided in the Fund PIF;

(b) at the time of the Filer's first prospectus filing, the Filer delivers to the Decision Makers an authorization of indirect collection, use and disclosure of personal information, substantially in the form of the authorization attached as Appendix A hereto;

(c) the Filer will, if requested by a Decision Maker, promptly deliver such further information from each individual referred to in clause (a) above as the Decision Maker may require; and

(d) this decision will terminate in any jurisdiction in which the decision is in effect on the effective date of any change to subparagraph 4.1(b)(i) of NI 44-101.

"Blaine Young"
Associate Director, Corporate Finance

 

APPENDIX A

AUTHORIZATION OF INDIRECT COLLECTION, USE AND DISCLOSURE OF PERSONAL INFORMATION

The Personal Information Forms in respect of the individuals listed in the attached Schedule 1, which were filed by Liquor Stores Income Fund (the Fund) with provincial securities regulators in Canada on [insert date(s)] (the Fund Filings), contain personal information concerning each individual acting in the capacity of director or executive officer of the Fund (thePersonal Information), as required by securities legislation in respect of a prospectus filing by the Fund.

Liquor Stores N.A. Ltd. (the Issuer) hereby confirms that each individual listed on Schedule 1:

(a) is a director or executive officer of the Issuer;

(b) has consented to the use of the Personal Information (previously provided in the Fund Filings) pertaining to that individual, in respect of an anticipated prospectus filing by the Issuer;

(c) has been notified by the Issuer:

(i) that the Personal Information is being collected indirectly by the regulator under the authority granted to it by provincial securities legislation or provincial legislation relating to documents held by public bodies and the protection of personal information;

(ii) that the Personal Information is being collected and used for the purpose of enabling the regulator to administer and enforce provincial securities legislation, including those obligations that require or permit the regulator to refuse to issue a receipt for a prospectus if it appears to the regulator that the past conduct of management or promoters of the Issuer affords reasonable grounds for belief that the business of the Issuer will not be conducted with integrity and in the best interests of its security holders; and

(iii) of the contact, business address and business telephone number of the regulator in the local jurisdiction as set out in the attached Schedule 2, who can answer questions about the regulator's indirect collection of the Personal Information; and

(d) has authorized the indirect collection, use and disclosure of the Personal Information by the regulators as described in Schedule 2, in respect of a prospectus filing by the Issuer.

Date: ______________

Liquor Stores N.A. Ltd.

Per: ____________________________
Name:
Official Capacity:

(Please print the name of the person signing on behalf of the Issuer)

 

Schedule 2

Regulators

Local Jurisdiction
Regulator
 
Alberta
Securities Review Officer
Alberta Securities Commission
Suite 600
250 -- 5th Street S.W
Calgary, Alberta T2P 0R4
Telephone: (403) 297-6454
www.albertasecurities.com
 
British Columbia
Review Officer
British Columbia Securities Commission
P.O. Box 10142 Pacific Centre
701 West Georgia Street
Vancouver, British Columbia V7Y 1L2
Telephone: (604) 899-6854
Toll Free within British Columbia and Alberta: (800) 373-6393
www.bcsc.bc.ca
 
Manitoba
Director, Corporate Finance
The Manitoba Securities Commission
500-400 St. Mary Avenue
Winnipeg, Manitoba R3C 4K5
Telephone: (204) 945-2548
www.msc.gov.mb.ca
 
New Brunswick
Director Corporate Finance and Chief Financial Officer
New Brunswick Securities Commission
85 Charlotte Street, Suite 300
Saint John, New Brunswick E2L 2J2
Telephone: (506) 658-3060
Fax: (506) 658-3059
 
Newfoundland and Labrador
Director of Securities
Department of Government Services and Lands
P.O. Box 8700
West Block, 2nd Floor, Confederation Building
St. John's, Newfoundland A1B 4J6
Telephone: (709) 729-4189
www.gov.nf.ca/gsl/cca/s
 
Northwest Territories
Superintendent of Securities
Department of Justice
Government of the Northwest Territories
P.O. Box 1320
Yellowknife, Northwest Territories X1A 2L9
Telephone: (867) 873-7490
www.justice.gov.nt.ca/SecuritiesRegistry
 
Nova Scotia
Deputy Director, Compliance and Enforcement
Nova Scotia Securities Commission
P.O. Box 458
Halifax, Nova Scotia B3J 2P8
Telephone: (902) 424-5354
www.gov.ns.ca/nssc
 
Nunavut
Superintendent of Securities
Government of Nunavut
Legal Registries Division
P.O. Box 1000 -- Station 570
Iqaluit, Nunavut X0A 0H0
Telephone: (867) 975-6590
 
Ontario
Administrative Assistant to the Director of Corporate Finance
Ontario Securities Commission
19th Floor, 20 Queen Street West
Toronto, Ontario M5H 2S8
Telephone: (416) 597-0681
www.osc.gov.on.ca
 
Prince Edward Island
Superintendent of Securities
Government of Prince Edward Island
Shaw Building
95 Rochford Street, P.O. Box 2000, 4th Floor
Charlottetown, Prince Edward Island C1A 7N8
Telephone: (902) 368-4550
www.gov.pe.ca/securities
 
Québec
Autorité des marchés financiers
Stock Exchange Tower
P.O. Box 246, 22nd Floor
800 Victoria Square
Montréal, Québec H4Z 1G3
Attention: Responsable de l'accès à l'information
Telephone: (514) 395-0337
Toll Free in Québec: (877) 525-0337
www.lautorite.qc.ca
 
Saskatchewan
Director
Saskatchewan Financial Services Commission
Suite 601, 1919 Saskatchewan Drive
Regina, Saskatchewan S4P 4H2
Telephone: (306) 787-5842
www.sfsc.gov.sk.ca
 
Yukon
Superintendent of Securities
Department of Justice
Andrew A. Philipsen Law Centre
2130 -- 2nd Avenue, 3rd Floor
Whitehorse, Yukon Territory Y1A 5H6
Telephone: (867) 667-5225
www.community.gov.yk.ca/corp/secureinvest.html