Securities Law & Instruments

Headnote

Filer 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 STAR HEDGE MANAGERS CORP. II (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;

2. The Applicant's registered address is located at 1 First Canadian Place, 100 King Street West, 3rd Floor Podium, P.O. Box 150, Toronto, Ontario;

3. The Applicant's Class A Shares were de-listed from the TSX effective the close of trading on April 21, 2015;

4. The issued and outstanding Class A Shares of the Applicant were redeemed on April 21, 2015;

5. Following the redemption, the only issued and outstanding shares are now owned by SHM Adminco Ltd. (100 Class J Shares), and no other shares are currently issued and outstanding;

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

8. The Voluntary Surrender of Reporting Issuer Status was filed with the British Columbia Securities Commission on May 6, 2015 and the Applicant ceased to be a reporting issuer in British Columbia as of May 12, 2015. The Applicant was granted an order on June 26, 2015 that it is not a reporting issuer in Ontario pursuant to subclause 1(10)(a)(ii) of the Securities Act (Ontario) and is not a reporting issuer or the equivalent in any other jurisdiction of Canada in accordance with the simplified procedure set out in OSC Staff Notice 12-307 Application for Decision that an Issuer is not a Reporting Issuer; and

9. The Applicant is not a reporting issuer or the 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 24th day of July, 2015.

"William Furlong"
Commissioner
Ontario Securities Commission
 
"Tim Moseley"
Commissioner
Ontario Securities Commission