Securities Law & Instruments

Headnote

Filer granted permission from the Director, pursuant to s. 38(3) of the Securities Act (Ontario), to make listing representations in its preliminary and final offering documents to the effect that the filer has applied to the Main Board of the Stock Exchange of Hong Kong Limited to have its ordinary shares listed and traded on that exchange.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., s. 38(3)

June 14, 2013

Blake, Cassels & Graydon LLP
199 Bay Street
Suite 4000, Commerce Court West
Toronto, ON M5L 1A9
Attention: Ralph Lindzon

 

Re:

Nexteer Automotive Group Limited -- Application for Permission to Make a Listing Representation

Pursuant to an application dated June 4, 2013 (the Application), Nexteer Automotive Group Limited (the Filer) applied for permission (the Permission) to include in its preliminary and final Canadian Offering Memorandum (as defined below) a representation that application will be made to list the securities offered in Ontario under that document on the Main Board of The Stock Exchange of Hong Kong Limited (the Hong Kong Stock Exchange). The Filer has represented that:

(a) The Filer is an exempted company incorporated with limited liability under the laws of the Cayman Islands.

(b) The Filer is not a reporting issuer in any jurisdiction in Canada.

(c) The Application is being made in connection with a global initial public offering (the Offering) by the Filer of the ordinary shares (the Shares) in its share capital. The Shares are being distributed on a private placement basis to investors in Ontario. The Shares are not currently listed on any stock exchange or quotation system.

(d) Prospective Ontario purchasers, who must be "accredited investors", as defined in section 1.1 of National Instrument 45-106 Prospectus and Registration Exemptions, and "permitted clients", as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, will receive a Canadian offering memorandum (the Canadian Offering Memorandum) that includes an international offering memorandum (the Offering Memorandum) and a Canadian supplement.

(e) The Filer has applied for the Shares to be listed on the Hong Kong Stock Exchange (the Listing). However, no approval for the Listing, conditional or otherwise, has been granted, nor has the Hong Kong Stock Exchange consented to, nor indicated that it does not object to, the Listing Representations (as defined below).

(f) The Offering Memorandum will contain one or more representations identical or substantially similar to the following (the Listing Representations):

"We have applied to the listing committee of the Hong Kong Stock Exchange for the granting of listing of, and permission to deal in, our Shares in issue and to be issued pursuant to the Global Offering (including any Shares which may be issued pursuant to the exercise of the Over-allotment Option).

No part of our Shares is listed on or dealt in on any other stock exchange and no such listing or permission to list is being or currently proposed to be sought in the near future."

(g) The Listing is sponsored by the Joint Sponsors for the Offering, BOCI Asia Limited and J.P. Morgan Securities (Far East) Limited, which are registered with the Hong Kong Securities and Futures Commission.

(h) The Filer seeks permission to include the Listing Representations in the Offering Memorandum to be provided to or made available to prospective Ontario purchasers.

The Director hereby gives the Permission pursuant to subsection 38(3) of the Securities Act (Ontario) provided that, at the time they are made, the Listing Representations are factually correct and are made in compliance with the rules of the Hong Kong Stock Exchange.

Yours truly,

"Shannon O'Hearn"
Manager, Corporate Finance
Ontario Securities Commission