Securities Law & Instruments

Headnote

Filer deemed to have ceased to be offering its securities to the public under the OBCA.

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 1(6).


IN THE MATTER OF
THE BUSINESS CORPORATIONS ACT (ONTARIO)
R.S.O. 1990, c. B.16, AS AMENDED
(the OBCA)

AND

IN THE MATTER OF
ANGOSS SOFTWARE CORPORATION
(the Applicant)

FINAL ORDER



UPON the application of the Applicant to the Ontario Securities Commission (the Commission) for an order pursuant to subsection 1(6) of the OBCA to be deemed to have ceased to be offering its securities to the public;

AND UPON the Applicant representing to the Commission that:

1. The Applicant is an "offering corporation" as defined in the OBCA, and has an authorized capital consisting of an unlimited number of common shares (Common Shares) and an unlimited number of preferred shares (Preferred Shares).

2. The head office of the Applicant is located at 111 George Street, Suite 200, Toronto, Ontario, M5A 2N4.

3. On March 11, 2013, the Applicant announced that it had executed a definitive arrangement agreement with Peterson Partners, Inc. (Peterson Partners), in connection with the acquisition by an affiliate of Peterson Partners, 2363310 Ontario Inc. (Acquireco), of all of the outstanding Common Shares of the Applicant by way of a court-approved statutory plan of arrangement (the Arrangement).

4. The Arrangement was approved by special resolution of the Applicant's shareholders and warrantholders at the Applicant's annual and special meeting of shareholders held on April 16, 2013. The final court order approving the Arrangement was obtained on April 19, 2013.

5. On April 25, 2013, the Applicant announced the completion of the Arrangement. As result, Acquireco became the sole beneficial holder of all of the Common Shares.

6. In connection with the completion of the Arrangement, all of the issued and outstanding Preferred Shares were redeemed in accordance with their terms.

7. As of the date of this decision, all of the outstanding securities of the Applicant, including any debt securities, which are beneficially owned, directly or indirectly, are held by a sole securityholder, Acquireco.

8. The Common Shares have been de-listed from the Toronto Stock Exchange, effective as of the close of trading on April 29, 2013.

9. No securities of the Applicant will be traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation.

10. The Applicant is not in default of any of its obligations under the securities legislation of any of the jurisdictions in Canada in which it is currently a reporting issuer.

11. The Applicant has applied for an order that it is not a reporting issuer in Ontario pursuant to subclause 1(10)(a)(ii) of the Securities Act (Ontario) in accordance with the simplified procedure set out in OSC Staff Notice 12-703 Applications for a Decision that an issuer is not a Reporting Issuer and is not a reporting issuer, or the equivalent, in any jurisdiction in Canada (the Reporting Issuer Relief).

12. The Applicant has no intention to seek public financing by way of an offering of its securities.

13. Upon the granting of the Reporting Issuer Relief, the Applicant will not be a reporting issuer or equivalent in any jurisdiction of Canada.

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

IT IS HEREBY ORDERED by the Commission pursuant to subsection 1(6) of the OBCA, that the Applicant be deemed to have ceased to be offering its securities to the public for the purpose of the OBCA.

DATED this 28th day of May, 2013.

"Christopher Portner"
Commissioner
Ontario Securities Commission
 
"Wes M. Scott"
Commissioner
Ontario Securities Commission