Securities Law & Instruments

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – issuer deemed to no longer be a reporting issuer under the Legislation of the Jurisdictions – issuer is in the process of winding up; the issuer had distributed almost all of its assets to shareholders; issuer has ceased all commercial activity and will be dissolved after the liquidation process is complete; shareholders voted to approve the liquidation resolution and the application to cease reporting; issuer has provided an undertaking to the securities regulatory authority or regulator in each of the Jurisdictions to provide certain disclosure to shareholders regarding the liquidation and dissolution process; more than 51 securityholders worldwide.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c.S.5, as am., ss. 1(10).

May 5, 2016

Citation: Re Eyelogic Systems Inc., 2016 ABASC 111

IN THE MATTER OF
THE SECURITIES LEGISLATION OF
BRITISH COLUMBIA, ALBERTA AND ONTARIO
(THE JURISDICTIONS)

AND

IN THE MATTER OF
THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS
IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF
EYELOGIC SYSTEMS INC.
(THE FILER)

Decision

Background

The securities regulatory authority or regulator in each of the Jurisdictions (the 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 in the Jurisdictions (the Exemptive Relief Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a coordinated review application):

(a)           the Alberta Securities Commission is the principal regulator for this application; and

(b)           this decision is the decision of the principal regulator and evidences the decision of each other Decision Maker.

Interpretation

Terms defined in National Instrument 14-101 Definitions have the same meaning if used in this decision, unless otherwise defined herein.

Representations

This decision is based on the following facts represented by the Filer:

1.             The Filer was incorporated under the Business Corporations Act (Alberta) (ABCA) on August 14, 1997.

2.             The Filer's head office is located in Calgary, Alberta.
3.             The Filer currently has 3,200,370 issued and outstanding common shares (Common Shares); the Filer has no other securities outstanding.

4.             The Common Shares are held by approximately 140 securityholders; of the Canadian securityholders, 114 are from Alberta, 12 are from British Columbia, 9 are from Ontario and 2 are from Saskatchewan.

5.             The Filer has no active business or commercial operations and its assets consist primarily of cash.

6.             On December 18, 2015, $997,415.43 was distributed to the Filer's securityholders.

7.             At a special meeting of shareholders of the Filer held on February 18, 2016, holders of 100% of the Common Shares represented at the meeting voted in favour of a special resolution to, among other things:

(a)           make an application for the Filer to cease to be a reporting issuer;

(b)           voluntarily wind-up and dissolve the Filer; and

(c)           make one or more distributions of remaining cash to securityholders in conjunction with the wind-up or dissolution, provided the Filer is in compliance with the solvency and liquidity provisions of the ABCA at the time of distribution.

8.             Effective at the close of trading on November 23, 2015, the Common Shares were delisted from trading on the TSX Venture Exchange.

9.             Effective at the close of trading on December 18, 2015, the Common Shares were delisted from trading on the Canadian Securities Exchange.

10.          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.

11.          The Filer must secure a clearance certificate from the Canada Revenue Agency before it can dissolve, and anticipates obtaining this certificate by December 31, 2016.

12.          The Filer will satisfy all of its liabilities and distribute all of its assets, and proposes to dissolve in accordance with the provisions of the ABCA as approved by the shareholders of the Filer.

13.          The Filer has no intention to seek public financing by way of offering of securities.

14.          On April 7, 2016, the Filer issued and filed a press release disclosing that the Filer has made an application for a decision that the Filer is not a reporting issuer.

15.          All issued and outstanding securities of the Filer will be cancelled upon the dissolution of the Filer.

16.          The Filer hereby provides an undertaking to the securities regulatory authority or regulator in each of the Jurisdictions that:

(a)           as soon as practicable following the decision that the Filer is no longer a reporting issuer, it will issue a news release advising shareholders:

(i)            that it has ceased to be a reporting issuer;

(ii)           of the anticipated date of its dissolution and final distribution to shareholders;

(b)           if it has not dissolved on or before December 31, 2016, it will, on or about that date, issue a news release regarding the status of its liquidation and anticipated timing of its dissolution;

(c)           if it has not dissolved by March 31, 2017, on or about that date and thereafter on a quarterly basis until it dissolves, issue a news release on the status of its liquidation and anticipated timing of its dissolution;

(d)           it will immediately notify the securities regulator of each of the Jurisdictions if at any time before its dissolution it:

(i)            proposes to commence an active business or any commercial operations;

(ii)           proposes to undertake a public or private offering of securities in any jurisdiction; or

(iii)          files a Revocation of Intent to Dissolve under the ABCA; and

(e)           as soon as practicable after the time of dissolution, the Filer will issue a news release confirming the dissolution.

17.          The Filer is not in default of any of its obligations under the Legislation.

18.          The Filer is not eligible to use the simplified procedure in CSA Staff Notice 12-307 Applications for a Decision that an Issuer is not a Reporting Issuer or BC Instrument 11-502 Voluntary Surrender of Reporting Issuer Status as it has more than 50 security holders worldwide.

19.          The Filer is applying for the Exemptive Relief Sought from the securities regulatory authority or regulator in each of the jurisdictions of Canada in which it is a reporting issuer.

20.          The Filer, upon the grant of the Exemptive Relief Sought, will no longer be a reporting issuer in any jurisdiction of Canada.

Decision

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 Exemptive Relief Sought is granted.

Denise Weeres
Manager, Legal
Corporate Finance