Securities Law & Instruments

Headnote

Applicant deemed to have ceased to be offering its securities to the public under the OBCA.

Applicable Legislative Provisions

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 VICWEST 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").

2. The Applicant's head office is located at 1296 South Service Rd. W., Oakville, Ontario L6L 5T7.

3. On May 20, 2015, by way of plan of arrangement under section 182 of the OBCA, Kingspan Group Limited, through a wholly-owned indirect subsidiary, acquired all of the issued and outstanding Common Shares of the Applicant. The Applicant's convertible unsecured subordinated debentures due December 31, 2018 and December 31, 2015, respectively, were redeemed by the Applicant on May 28, 2015. There are no other outstanding securities of the Applicant.

4. As of the date of this decision, all of the issued and outstanding securities of the Applicant, including debt securities, are indirectly beneficially held by Kingspan Group Limited.

5. The Common Shares have been de-listed from the TSX effective May 26, 2015. The 6.00% Convertible Unsecured Subordinated Debentures and the 5.25% Convertible Unsecured Subordinated Debentures have been de-listed from the TSX effective May 28, 2015.

6. 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.

7. 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 June 15, 2015.

8. The Applicant is a reporting issuer, or the equivalent, in Alberta, Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Prince Edward Island, Quebec, Saskatchewan, Yukon and Ontario (the "Jurisdictions") and is currently not in default of any of the applicable requirements under the legislation of the Jurisdictions.

9. On June 3, 2015 the Applicant made an application to the Ontario Securities Commission, as principal regulator on behalf of the securities regulatory authorities in the Jurisdictions, for a decision that the Applicant is not a reporting issuer in the Jurisdictions (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 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 14th day of July, 2015.

"Janet Leiper"
Ontario Securities Commission
 
"Tim Moseley"
Ontario Securities Commission