Securities Law & Instruments

Headnote

Subsection 1(6) of the Business Corporations Act (Ontario) -- application for an order that the issuer is deemed to have ceased to be offering its securities to the public.

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 CONTRANS GROUP INC. (the Applicant)

ORDER (Subsection 1(6) of the OBCA)

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 Class A subordinate voting shares and Class B multiple voting shares.

2. The head office of Applicant is at 1179 Ridgeway Road, Woodstock, Ontario N4S 0A9.

3. On December 2, 2014, TransForce Inc. (TransForce), through its indirect wholly-owned subsidiary 2420785 Ontario Inc., completed its take-over bid for the Applicant pursuant to which it took-up and paid for 96.7% of the Applicant's issued and outstanding Class A subordinate voting shares and 100% of the Applicant's issued and outstanding Class B multiple voting shares. 2420785 Ontario Inc. subsequently sent a "compulsory acquisition" notice under the OBCA as a result of which it acquired all remaining Class A subordinate voting shares.

4. The Class A subordinate voting shares, which were listed on the Toronto Stock Exchange (TSX) and traded under the symbol "CSS", were delisted from the TSX on December 10, 2014.

5. All of the outstanding Class A subordinate voting shares and Class B multiple voting shares of the Applicant are beneficially owned, directly or indirectly, by one sole security holder, 2420785 Ontario Inc., a wholly-owned subsidiary of TransForce. The Applicant has no other securities outstanding, including debt securities, other than certain bankers' acceptances which are held by certain financial institutions.

6. The outstanding securities of the Applicant, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide

7. No securities of the Applicant, including any debt securities, are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation or on any other facility for bringing together buyers and sellers of securities where trading data is publicly reported.

8. Pursuant to BC Instrument 11-502 Voluntary Surrender of Reporting Issuer Status, the British Columbia Securities Commission confirmed the Applicant's non-reporting issuer status in British Columbia effective January 20, 2015.

9. The Applicant is a reporting issuer, or the equivalent, in Alberta, Saskatchewan, Manitoba, Ontario, Québec, New Brunswick, Prince Edward Island, Nova Scotia, and Newfoundland and Labrador, the Northwest Territories, Nunavut and Yukon (the Jurisdictions) and is currently not in default of any of the applicable requirements under any securities legislation of the Jurisdictions. The Applicant has applied for relief to cease to be a reporting issuer in all of the jurisdictions in Canada in which it is currently a reporting issuer (the Reporting Issuer Relief Requested).

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

11. Upon the granting of the Reporting Issuer Relief Requested, 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 at Toronto on this 27th day of January, 2015.

"Deborah Leckman"
Commissioner
Ontario Securities Commission
"Sarah B. Kavanagh"
Commissioner
Ontario Securities Commission