National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- application for an order that the issuer is not a reporting issuer under securities legislation -- issuer has less than 15 securityholders in each jurisdiction and less than 51 securityholders worldwide -- requested relief granted.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10).
Citation: Galvanic Applied Sciences Inc., Re, 2013 ABASC 461
October 4, 2013
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
BRITISH COLUMBIA, ALBERTA AND ONTARIO
IN THE MATTER OF
THE PROCESS FOR EXEMPTIVE RELIEF
APPLICATIONS IN MULTIPLE JURISDICTIONS
IN THE MATTER OF
GALVANIC APPLIED SCIENCES INC.
The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) 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 under the Legislation (the Exemptive Relief Sought).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a coordinated review application):
(a) the Alberta Securities Commission is the principal regulator for this application; and
(b) this decision is the decision of the principal regulator and evidences the decision of each other Decision Maker.
Terms defined in National Instrument 14-101 Definitions have the same meaning if used in this decision, unless otherwise defined herein.
This decision is based on the following facts represented by the Filer:
1. Galvanic Applied Sciences Inc. (Galvanic) was incorporated under the Business Corporations Act (Alberta) (ABCA) on June 30, 1997. Pursuant to an amalgamation (the Amalgamation) under the ABCA completed on September 19, 2013 (the Effective Date), Galvanic and 1756349 Alberta Ltd. (1756349) amalgamated and continued as one entity. The Filer is the company resulting from the Amalgamation.
2. The Filer's head office is located at 7000 Fisher Road SE, Calgary, Alberta T2H 0W3. Its registered office is located at 2500, 450-1st Street SW, Calgary, Alberta T2P 5H1.
3. The Filer is a reporting issuer in each of the Jurisdictions.
4. The Amalgamation was approved by the shareholders (the Shareholders) of Galvanic at a special meeting of Shareholders held on September, 19 2013.
5. Pursuant to the Amalgamation, among other things, (i) each issued and outstanding share of Galvanic (the Galvanic Common Shares), other than those held by 1756349 and dissenting shareholders, was exchanged for one redeemable preferred share of the Filer, which shares were redeemed by Filer immediately after completion of the Amalgamation, at a price of $1.70, (ii) each issued and outstanding Galvanic Common Share held by 1756349 was cancelled, (iii) each issued and outstanding common share in the capital of 1756349 was exchanged for one common share of the Filer and (iv) each issued and outstanding Galvanic Common Share held by a dissenting shareholder was cancelled (such former shareholder being entitled to be paid by the Filer the fair value of such Galvanic Common Share in accordance with the ABCA).
6. The Galvanic Common Shares were delisted from the TSX Venture Exchange at the close of business on September 20, 2013.
7. The Filer's share capital consists of common shares that are entirely owned by GAV Holdings, S.à r.l., a corporation incorporated pursuant to the laws of the Grand Duchy of Luxembourg.
8. The Filer is authorized to issue an unlimited number of common shares and an unlimited number of preferred shares, issuable in series.
9. No securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Market Operation or any other facility for bringing together buyers and sellers of securities where trading data is publically reported.
10. The outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions in Canada and fewer than 51 securityholders in total worldwide.
11. The Filer is not in default of any of its obligations under the Legislation as a reporting issuer other than its obligation to file and deliver, on or before September 30, 2013, interim financial statements and management's discussion and analysis for the three month period ended July 31, 2013, as required under National Instrument 51-102 Continuous Disclosure Obligations and the related certificates as required under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings.
12. The Filer did not surrender its status as a reporting issuer in British Columbia pursuant to BC Instrument 11-502 -- Voluntary Surrender of Reporting Issuer Status (the BC Instrument) in order to avoid the 10 day waiting period under the BC instrument.
13. The Filer has no current intention to seek public financing by way of an offering of securities in Canada or to list securities on any marketplace in Canada.
14. The Filer is not eligible to use the simplified procedure (the Simplified Procedure) under CSA Staff Notice 12-307 Application for a Decision that an Issuer is not a Reporting Issuer in order to apply for the decision sought because it is a reporting issuer in British Columbia and is in default of certain filing obligations under the Legislation as described in paragraph 11 above.
15. The Filer seeks an order deeming the Filer to have ceased to be a reporting issuer in the Jurisdictions.
16. Upon grant of the relief requested, the Filer will not be a reporting issuer or the equivalent in any jurisdiction in Canada.
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 Exemptive Relief Sought is granted.