Securities Law & Instruments


Headnote

Subsection 1(11)(b) – Order that the issuer is a reporting issuer for the purposes of Ontario securities law – Issuer is already a reporting issuer in each of the provinces and territories of Canada other than Ontario, Saskatchewan and the Northwest Territories – Issuer's securities not listed for trading – Issuer became a reporting issuer in several provinces and territories as a result of a spin out transaction and pursuant to the definition of "reporting issuer" in those jurisdictions – Issuer has a significant connection to Ontario.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(11)(b).

IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990, CHAPTER S.5, AS AMENDED
(the Act)

AND

IN THE MATTER OF
NEXJ HEALTH HOLDINGS INC.

ORDER
(section 1(11)(b))

                UPON the application of NexJ Health Holdings Inc. (the Applicant) to the Ontario Securities Commission (the Commission) for a designation order pursuant to clause 1(11)(b) of the Act, that the Applicant is a reporting issuer in Ontario for the purposes of Ontario securities law;

                AND UPON considering the application and the recommendations of the staff of the Commission;

                AND UPON the Applicant representing to the Commission as follows:

1.             The Applicant was incorporated under the Canada Business Corporations Act (the CBCA) on November 27, 2015.

2.             The authorized capital of the Applicant consists of an unlimited number of common shares (the Common Shares). As of the date hereof, there are 21,267,353 Common Shares outstanding

3.             The Common Shares are not currently listed or posted for trading on any stock exchange in Canada and it is not anticipated that the Common Shares will be listed on any stock exchange in the future.

4.             The registered office and the head office of the Applicant are located at 10 York Mills Road, Suite 700, Toronto, Ontario, Canada, M2P 2G4.

5.             The Applicant was incorporated for the sole purpose of participating in a spin-off plan of arrangement transaction (the Arrangement) under section 192 of the CBCA by its parent company NexJ Systems Inc. (NexJ Systems).

6.             NexJ Systems is a corporation incorporated and amalgamated under the CBCA. The NexJ Systems common shares are currently listed on the TSX under the trading symbol “NXJ”.

7.             NexJ Systems is a reporting issuer in all provinces and territories of Canada. NexJ Systems was a reporting issuer for greater than 12 months at the time of the completion of the Arrangement. The registered office and the head office of NexJ Systems are located at 10 York Mills Road, Suite 700, Toronto, Ontario, Canada, M2P 2G4.

8.             On December 14, 2015, NexJ Systems obtained an interim order from the Ontario Superior Court of Justice (Commercial List) providing for the calling and holding of a special meeting of NexJ Systems shareholders to consider, among other things, the Arrangement and other procedural matters.

9.             The Arrangement was put before and approved by shareholders of NexJ Systems at a special shareholder meeting held on January 13, 2016 pursuant to a management information circular of NexJ Systems dated December 14, 2015 (the Circular). The Circular contains significant disclosure regarding the Arrangement and the Applicant in accordance with National Instrument 51-102F5 Information Circular, including s. 14.2 thereof. A copy of the Circular as well as all other relevant documentation related to the Arrangement is available on NexJ Systems’ SEDAR profile at www.sedar.com.

10.          On January 25, 2016, the date of completion of the Arrangement, among other things, all of NexJ Systems’ legal and beneficial right, title and interest in and to certain assets and liabilities related to its healthcare business were transferred to the Applicant, and the Common Shares of the Applicant held by NexJ Systems were distributed to NexJ Systems shareholders on the basis of one Common Share of the Applicant for each common share of NexJ Systems held.

11.          On completion of the Arrangement, the Applicant became a reporting issuer under the securities laws of each of the provinces and territories of Canada other than Ontario, Saskatchewan and the Northwest Territories following the exchange of Common Shares of the Applicant with NexJ Systems shareholders pursuant to the definition of “reporting issuer” set out in the securities laws of each such province and territory other than Ontario.

12.          The Applicant did not become a reporting issuer in Ontario on completion of the Arrangement as it did not meet the definition of “reporting issuer” under subsection 1(1) of the Act.

13.          Neither the Applicant nor any of its officers, directors, nor, to the knowledge of the Applicant or its officers and directors, any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, has:

(a)           been subject to any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority;

(b)           entered into a settlement agreement with a Canadian securities regulatory author-ity; or

(c)           been the subject of any other penalties or sanctions imposed by a court or regu-latory body that would be likely to be considered important to a reasonable investor making an investment decision.

14.          Neither the Applicant nor any of its officers, directors, nor, to the knowledge of the Applicant or its officers and directors, any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, is or has been subject to:

(a)           any known ongoing or concluded investigations by:

i.              a Canadian securities regulatory authority; or

ii.             a court or regulatory body, other than a Canadian securities re-gulatory authority, that would be likely to be considered important to a reasonable investor making an investment decision; or

(b)           any bankruptcy or insolvency proceed-ings, or other proceedings, arrangements or compromises with creditors, or ap-pointment of a receiver, receiver-mana-ger or trustee, within the past 10 years.

15.          Neither any of the officers or directors of the Applicant, nor, to the knowledge of the Applicant or its officers and directors, any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, is or has been an officer or director of any other issuer which is, or was at the time of the two events described in (a) and (b) below (if applicable), subject to:

(a)           any cease trade order or similar order, or order that denied access to any exemptions under Ontario securities law, for a period of more than 30 consecutive days, within the past 10 years; or

(b)           any bankruptcy or insolvency proceed-ings, or other proceedings, arrangements or compromises with creditors, or ap-pointment of a receiver, receiver-mana-ger or trustee, within the past 10 years.

16.          As of the date hereof, the Applicant is not on the default list of the securities regulatory authority in any jurisdiction in Canada in which it is a reporting issuer.

17.          Upon becoming a reporting issuer, the Ontario Securities Commission will be the Applicant’s principal regulator.

AND UPON the Commission being satisfied that to do so would be in the public interest;

IT IS HEREBY ORDERED pursuant to clause 1(11)(b) of the Act that the Applicant is a reporting issuer for the purposes of Ontario securities law.

DATED this 5th day of July, 2016.

“Janet Leiper”
Commissioner
Ontario Securities Commission

“T. Moseley”
Commissioner
Ontario Securities Commission