Applicant deemed to have ceased to be offering its securities to the public under the Business Corporations Act (Ontario).
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 EFT CANADA 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 head office of the Applicant is located at 801 Eglinton Avenue West, Suite 400, Toronto, Ontario, M5N 1E3.
3. On January 22, 2016, the Applicant and 1422748 Ontario Inc. (1422748) entered into an arrangement agreement pursuant to which 1422748 would acquire all of the issued and outstanding Common Shares of the Applicant for cash consideration of $0.105 per Common Share under a court-approved plan of arrangement under Section 182 of the OBCA (the Arrangement).
4. The Arrangement was approved by the shareholders of the Applicant on March 9, 2016 and by the court on March 11, 2016.
5. The Arrangement was completed on March 14, 2016 and 1422748 became the sole shareholder of the Applicant on that date.
6. The Common Shares of the Applicant, which traded under the symbol "EFT" on the TSX Venture Exchange, were de-listed effective as of the close of trading on March 15, 2016.
7. All of the outstanding securities of the Applicant, including debt securities, are beneficially owned, directly or indirectly, by the sole securityholder, 1422748. The Applicant has no other outstanding securities, including debt securities, aside from the Common Shares.
8. 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.
9. The Applicant has no intention to seek public financing by way of an offering of securities.
10. Pursuant to BC Instrument 11-502 Voluntary Surrender of Reporting Issuer Status, the Applicant voluntarily surrendered its reporting issuer status in British Columbia on March 22, 2016 and the British Columbia Securities Commission confirmed the Applicant's non-reporting issuer status in British Columbia effective April 4, 2016.
11. Pursuant to a Decision made on April 21, 2016 by the securities regulatory authorities of each of the Provinces of Ontario and Alberta (the Jurisdictions), the Applicant has ceased to be a reporting issuer in each of the Jurisdictions.
12. The Applicant is not in default of any of the applicable requirements under securities legislation.
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 3rd day of May, 2016.