Applicant deemed to have ceased to be offering its securities to the public under the OBCA.
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 WHEELS 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 an unlimited number of common shares (the Common Shares) and an unlimited number of preferred shares issuable in series, of which 7,426,590 were designated as Series 1A Convertible Preference Shares (the Preference Shares). All of the outstanding Preference Shares were redeemed and cancelled by the Applicant effective as of January 16, 2015.
2. The head office of the Applicant is located at 5090 Orbitor Drive, Mississauga, Ontario L4W 5B5.
3. On March 31, 2015, the Applicant received final court approval from the Ontario Superior Court of Justice (Commercial List) with respect to the Applicant's plan of arrangement (the Arrangement) with Radiant Logistics, Inc. (Radiant) and its wholly-owned subsidiary, Radiant Global Logistics Ltd. (the Purchaser).
4. On April 2, 2015, all Common Shares, representing 100% of the issued and outstanding Common Shares, were acquired by the Purchaser pursuant to the Arrangement.
5. As of the date of this decision, all of the outstanding securities of the Applicant, including debt securities, are beneficially owned, directly or indirectly, by a sole securityholder, the Purchaser, a wholly-owned subsidiary of Radiant.
6. The Common Shares were de-listed from the TSX Venture Exchange, effective as of the close of trading on April 8, 2015.
7. No securities of the Applicant, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or 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 April 19, 2015.
9. The Applicant has no intention to seek public financing by way of an offering of securities.
10. On April 8, 2015, the Applicant made an application to the Ontario Securities Commission, as principal regulator on behalf of the securities regulatory authorities in Alberta and Ontario, for a decision that the Applicant is not a reporting issuer (the Reporting Issuer Relief Requested).
11. The Reporting Issuer Relief Requested was granted on May 5, 2015. As a result, the Applicant is not a reporting issuer in any jurisdiction of Canada.
AND UPON the Commission being satisfied that 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 8th day of May, 2015.