Section 144 -- Application for revocation of cease trade order -- issuer subject to cease trade order as a result of failure to file financial statements -- issuer has made a separate application to not be a reporting issuer in all of the jurisdictions in which it is currently a reporting issuer -- full revocation granted effective as of the date the issuer is determined to not be a reporting issuer.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c.,S.5, as am., ss. 127, 144.
IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, S.5, AS AMENDED (THE "ACT") AND IN THE MATTER OF HART STORES INC.
FULL REVOCATION ORDER (Section 144)
WHEREAS the securities of Hart Stores Inc. ("Hart Stores" or the "Applicant") are subject to a cease trade order issued by a Director of the Ontario Securities Commission (the "Commission") on August 22, 2012 (the "Ontario Cease Trade Order");
AND WHEREAS the Ontario Cease Trade Order was made on the basis that the Applicant was in default of certain filing requirements under Ontario securities laws as described in the Cease Trade Order;
AND WHEREAS Hart Stores is also subject to cease trade orders issued by the Autorité des marchés financiers (the "AMF") on August 6, 2012, British Columbia Securities Commission ("BCSC") on August 7, 2012, The Manitoba Securities Commission ("MSC") on September 19, 2012 and Alberta Securities Commission ("ASC") on November 20, 2012;
AND WHEREAS on December 19, 2014, the Commission issued an order for the partial revocation of the Ontario Cease Trade Order (the "Partial Revocation Order") to permit trades or acts or furtherance of trades in connection with the acquisition of Hart Stores by an arm's length third party purchaser (the "Acquisition");
AND WHEREAS pursuant to the Partial Revocation Order, the Applicant represented that following the Acquisition, it or the amalgamated corporation, would file an application to cease to be a reporting issuer in each of the provinces of Canada and an application for a full revocation of the Ontario Cease Trade Order;
AND WHEREAS the Applicant has represented to the Commission that:
1. Hart Stores is a corporation incorporated under the Canada Business Corporations Act ("CBCA") and operates a network of 61 mid-sized department stores located in eastern Canada. The head office of Hart Stores is at 900 Place Paul-Kane, Laval, Québec H7C 2T2.
2. Hart Stores is a reporting issuer or the equivalent in each of the provinces of Canada (the "Reporting Jurisdictions"). The AMF is the principal regulator with respect to Hart Stores in accordance with section 4.2 of Multilateral Instrument 11-102 -- Passport System.
3. On December 19, 2014, the Commission issued an order for the partial revocation of the Ontario Cease Trade Order to permit trades or acts or furtherance of trades in connection with the Acquisition.
4. On February 6, 2015, pursuant to section 185 of the CBCA, the shareholders of Hart Stores approved the amalgamation between Hart Stores and 9102221 Canada Inc. ("910221"), a private issuer indirectly wholly-owned by Mr. Paul Nassar, an "accredited investor" as defined in National Instrument 45-106 Prospectus and Registration Exemptions.
5. On February 6, 2015, all of issued and outstanding common shares of Hart Stores were cancelled for a consideration of $0.20 per share, pursuant to the amalgamation between Hart Stores and 9102221, and the shares of 9102221 were converted into shares of the amalgamated corporation, being Hart Stores Inc./ Magasins Hart Inc. ("Amalco"), on a one-for-one basis.
6. As a result, all of the issued and outstanding shares of Amalco are indirectly held by Mr. Paul Nassar, and Mr. Nassar is the sole director and the President of Amalco.
7. The shares of the Applicant, formerly listed on the TSX Venture Exchange under the symbol "HIS", were delisted on February 19, 2015.
8. The Applicant has concurrently applied to the Commission, the AMF, the MSC and the ASC for a revocation of the cease trade orders issued in each such jurisdiction;
9. The BCSC confirmed that the Applicant did not have to apply for revocation of the cease trade order issued by the BCSC and that the BCSC would lift its cease trade order and revoke the reporting issuer status of Hart Stores after Quebec lifts its cease trade order;
10. On March 11, 2015, the Applicant applied to the securities regulatory authority or regulator in each of the Reporting Jurisdictions for a decision under the securities legislation of such jurisdiction to cease to be a reporting issuer under such securities legislation (the "Reporting Issuer Exemptive Relief Sought").
11. If the Reporting Issuer Exemptive Relief Sought is granted, the Applicant will no longer be a reporting issuer in any jurisdiction in Canada.
12. The Applicant has paid all outstanding participation fees and filing fees owing to the Commission.
13. The Applicant is not considering, nor is it involved in any discussion relating to, a reverse take-over, amalgamation, merger or other form of combination or transaction similar to the foregoing.
14. The Applicant has not previously been the subject of a cease trade order other than those referred to in this Order.
AND WHEREAS considering the application and the recommendation of the staff of the Commission;
AND WHEREAS the Director being satisfied that it would not be prejudicial to the public interest to grant the revocation of the Ontario Cease Trade Order;
IT IS ORDERED pursuant to section 144 of the Act, that the Ontario Cease Trade Order is revoked as of the date on which the Applicant ceases to be a reporting issuer under the Act.
DATED this 5th day of May, 2015.