National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Subsection 1(10) of the Securities Act -- Application by a reporting issuer for an order that it is not a reporting issuer. The Applicant is in default of its obligation to file and deliver its interim financial statements and its management discussion and analysis in respect of such statements for the year ended January 31, 2015, as required under National Instrument 51-102 -- Continuous Disclosure Obligations and the related certificates as required under National Instrument 52-109 -- Certification of Disclosure in Issuers' Annual and Interim Filings.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am.
August 5, 2015
IN THE MATTER OF THE SECURITIES LEGISLATION OF QUEBEC, ALBERTA, BRITISH COLUMBIA AND ONTARIO (the "Jurisdictions") AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF GROUPE BIKINI VILLAGE INC. ("GBV" or the "Filer")
The securities regulatory authority or regulator in each of the Jurisdictions ("Decision Maker") has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the "Legislation") that the Filer is not a reporting issuer (the "Decision Sought").
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a coordinated review application):
(a) the Autorité des marchés financiers is the principal regulator for this application, and
(b) the decision is the decision of the principal regulator and evidences the decision of each of the other Decision Maker.
Terms defined in National Instrument 14-101 Definitions have the same meaning if used in this decision, unless otherwise defined.
This decision is based on the following facts represented by the Filer:
1. The Filer was incorporated pursuant to the Canada Business Corporations Act under the name 87718 Canada Ltd., by way of articles of incorporation dated July 24, 1978. Since then, the articles of the Filer were amended on several occasions, including to change its name to Groupe Bikini Village inc. on November 4, 2005.
2. The head office of the Filer is located at 2101-A, Nobel Street, Sainte-Julie, Québec, J3E 1Z8.
3. The Filer is a reporting issuer or the equivalent in each of the Jurisdictions.
4. As of December 11, 2014, the only securities issued and outstanding of the Filer were 1,912,230 common shares.
5. On February 17, 2015, the Filer filed a notice of intention to make a proposal to its creditors under the Bankruptcy and Insolvency Act (the "BIA").
6. On March 24, 2015, GBV announced that it had accepted an offer from Boutique La Vie en Rose Inc. ("LVER") to purchase substantially all of GBV's assets. Such transaction was authorized by the Québec Superior Court (the "Court") on March 26, 2015 and closed on March 31, 2015.
7. On April 30, 2015, the Filer submitted its proposal under the BIA (the "Proposal"), which was approved by its creditors in accordance with the statutory required majorities under the BIA on May 14, 2015 and approved by the Court on May 15, 2015.
8. On May 15, 2015, the Filer filed articles of amendment with Industry Canada (the "Articles of Amendment") and was issued a Certificate of Amendment on that same date. As a result, all outstanding common shares of GBV were re-designated as redeemable common shares and a new category of common shares was created.
9. On May 28, 2015, LVER subscribed for one (1) common share in the capital of GBV for $1.00. In accordance with the Articles of Amendment and the Proposal, upon the issue of the common share to LVER, all outstanding redeemable common shares were redeemed by GBV for nil consideration. As a result, GBV is now a wholly-owned subsidiary of LVER with only one (1) common share held by LVER is outstanding.
10. Prior to their redemption, GBV's former common shares were listed on the TSX Venture Exchange and were delisted effective at the close of business on June 22, 2015.
11. The outstanding securities of GBV, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 security holders in each of the jurisdictions in Canada and fewer than 51 security holders in total worldwide.
12. No securities of the Filer, 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.
13. The Filer is applying for a decision that it is not a reporting issuer in all of the Jurisdictions.
14. The Filer is not in default of any of its obligations as a reporting issuer under the Legislation, except for the failure to have filed: (a) its annual audited financial statements, its annual management discussion and analysis and its annual certificates for the year ended January 31, 2015, as required under sections 4.1, 4.2 and 5.1 of National Instrument 51-102 Continuous Disclosure Obligations ("NI 51-102"), and section 4.1 of National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings ("NI 52-109"), and (b) its interim financial report, its interim management discussion and analysis and its interim certificates for the period ended April 30, 2015, as required under sections 4.3, 4.4 and 5.1 of NI 51-102, and section 5.1 of NI 52-109.
15. The Filer has no current intention to distribute its securities by way of a public or private offering of securities in any Jurisdiction of Canada.
16. The Filer is not eligible to use the simplified procedure under CSA Staff Notice 12-307 -- Applications for a Decision that an Issuer is not a Reporting Issuer because it is in default of its obligations as a reporting issuer under the Legislation, as mentioned in paragraph 14, and because it is a reporting issuer in British Columbia.
17. The Filer did not voluntarily surrender its status as a reporting issuer in British Columbia pursuant to British Columbia Instrument 11-502 Voluntary Surrender of Reporting Issuer Status because it chose to avoid the 10-day waiting period under that instrument.
18. Upon the grant of the Decision Sought, the Filer will no longer be a reporting issuer or the equivalent in any jurisdiction in Canada.
Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.
The decision of the Decision Makers under the Legislation is that the Decision Sought is granted.