National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- issuer deemed to be no longer a reporting issuer under securities legislation.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(b).
Citation: Intus Capital Corporation, Re, 2013 ABASC 460
October 4, 2013
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ALBERTA AND ONTARIO
IN THE MATTER OF
THE PROCESS FOR EXEMPTIVE RELIEF
APPLICATIONS IN MULTIPLE JURISDICTIONS
IN THE MATTER OF
INTUS CAPITAL CORPORATION
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) that the Filer is not a reporting issuer (the Decision).
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. The Filer was incorporated on October 6, 2009 under the Business Corporations Act (Alberta).
2. The head office of the Filer is located at 6205 -- 10th Street S.E. Calgary, Alberta, T2H 2Z9.
3. The Filer is a Capital Pool Company (CPC), as defined in Policy 2.4 of the TSX Venture Exchange Corporate Finance Manual.
4. The Filer filed a prospectus (the Prospectus) on September 27, 2012 as amended and restated on December 27, 2012 and March 1, 2013, in relation to a proposed initial public offering (the IPO) with the Alberta Securities Commission (the ASC), the British Columbia Securities Commission and the Ontario Securities Commission.
5. The Filer received a receipt for the Prospectus from the ASC, as principal regulator, on September 28, 2012 and as a result became a reporting issuer in Alberta, British Columbia and Ontario.
6. The outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 51 security holders worldwide.
7. The outstanding securities of the Filer are beneficially owned, directly or indirectly, by less than 15 security holders in each of the jurisdictions of Canada, except in Alberta, where the Filer has 22 security holders. Of the remaining security holders, there are five security holders in Ontario, one security holder in Manitoba and seven security holders in the United States.
8. The Filer's initial public offering was conditional upon receiving a minimum subscription for 5,000,000 common shares in the capital of the Filer (the Minimum Subscription) within 90 days of the issuance of the Receipt. The Filer did not complete its initial public offering within the 90 day timeframe, as the Minimum Subscription was not met.
9. No securities of the Filer have been, or will be, distributed pursuant to the Prospectus and the Filer has no intention to seek public financing by way of an offering of its securities.
10. No securities, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operations or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported.
11. The Filer is not in default of any of securities legislation in any of the Jurisdictions.
12. The Filer is authorized to issue an unlimited number of common shares and an unlimited number of preferred shares, issuable in series.
13. The Filer has the same security holders as it had prior to filing the Prospectus and the outstanding securities of the Filer have not changed since it filed the Prospectus.
14. No trading of the Filer's securities has occurred since it filed the Prospectus.
15. The Filer has filed a notice with the British Columbia Securities Commission pursuant to British Columbia Instrument 11-502 -- Voluntary Surrender of Reporting Issuer Status and the Filer has been notified that its non-reporting status in British Columbia is effective as of May 19, 2013.
16. The Filer issued a news release on August 30, 2013 announcing that it had applied to cease to be a reporting issuer in each of the Jurisdictions.
17. The Filer is not eligible to file under the simplified procedure in CSA Staff Notice 12-307 -- Applications for a Decision that an Issuer is not a Reporting Issuer as the Filer's outstanding securities, at the date hereof, are beneficially owned, directly or indirectly, by more than 15 persons in the Province of Alberta.
18. The Filer is applying for a decision that it cease to be a reporting issuer in each of the Jurisdictions.
19. The Filer will not be a reporting issuer or the equivalent in any jurisdiction in Canada immediately following the granting of the 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 Exemptive Relief Sought is granted.