National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – application for a decision that the issuer is not a reporting issuer under applicable securities laws – issuer in default of its obligation to file and deliver its quarterly financial statements and related management’s discussion and analysis – requested relief granted.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., s.1(10)(a)(ii).
National Policy 11-206 Process for Cease to be a Reporting Issuer Applications.
August 16, 2016
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
IN THE MATTER OF
THE PROCESS FOR CEASE TO BE A REPORTING ISSUER APPLICATIONS
IN THE MATTER OF
INTERNATIONAL DATACASTING CORPORATION
The principal regulator in the Jurisdiction has received an application from the Filer for an order under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).
Under the Process for Cease to be a Reporting Issuer Applications (for a passport application):
(a) the Ontario Securities Commission (the OSC) is the principal regulator for this application, and
(b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland.
Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined
This decision is based on the following facts represented by the Filer:
1. The Filer is a corporation governed by the Canada Business Corporations Act (the CBCA) with its head office located at 50 Frank Nighbor Place, Kanata, Ontario K2V 1B9.
2. The Filer is a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland. The Filer is not a reporting issuer in any other jurisdiction in Canada.
3. On June 15, 2016, International Datacasting Corporation (the Predecessor) the predecessor corporation to the Filer completed a previously announced transaction (the Transaction) with Novra Technologies Inc. (Novra), a corporation incorporated under the CBCA. Details of the Transaction are contained in the management information circular of the Predecessor dated May 5, 2016 filed on the System for Electronic Document Analysis and Retrieval (SEDAR).
4. Novra is a reporting issuer in Alberta and British Columbia with its shares listed on the TSX Venture Exchange (TSX-V) under the symbol “NVI”.
5. Immediately prior to the Transaction, the Predecessor had 66,893,099 common shares issued and outstanding. The Predecessor had no other securities outstanding.
6. The Transaction was effected by way of a three-cornered amalgamation under the CBCA pursuant to which the Predecessor was amalgamated with 9711350 Canada Inc., a corporation incorporated under the CBCA and a wholly-owned subsidiary of Novra (Merger Sub), to form the Filer. As a result of the amalgamation:
a. Novra exchanged its shares of Merger Sub for common shares of the Filer;
b. the shareholders of the Predecessor exchanged their shares as follows:
i. for every ten (10) common shares of the Predecessor, they received one (1) common share of Novra;
ii. for every five (5) common shares of the Predecessor, they received one (1) warrant to purchase a common share of Novra;
iii. for every one (1) common share of the Predecessor, they received one (1) redeemable preferred share of the Filer (the Redeemable Shares); and
c. The Redeemable Shares were immediately redeemed by the Filer, and the holders thereof received $0.01 for each Redeemable Share.
7. As a result of the Transaction, Novra holds all the common shares of the Filer. Accordingly, the outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide.
8. The common shares of the Predecessor were listed and posted for trading on the TSX-V under the symbol “IDC”. The TSX-V delisted the Predecessor’s common shares on June 20, 2016.
9. No securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported
10. The Filer has no current intention to seek public financing by way of an offering of its securities.
11. The Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets.
12. Novra has advised the Filer that it intends to file an application with the OSC for Novra to be deemed a reporting issuer in Ontario. On July 15, 2016 Novra filed an amended notice of Change of Corporate Structure on SEDAR which discloses that Novra will apply to be deemed a reporting issuer in Ontario.
13. The Filer is not in default of securities legislation in any jurisdiction except for the failure to file, by the prescribed deadline, interim financial statements for the three month period ended April 30, 2016, and management's discussion & analysis relating to the interim financial statements for the three month period ended April 30, 2016, as required under National Instrument 51-102, Continuous Disclosure Obligations and certification of the foregoing filings as required under National Instrument 52 109 – Certification of Disclosure in Issuers' Annual and Interim Filings (the Filings), all of which became due on June 29, 2016.
14. The Filer is not eligible to use the simplified procedure under National Policy 11-206 Process for Cease to be a Reporting Issuer Applications as it is in default for failure to file the Filings.
15. Upon the granting of the Order Sought, the Filer will not be a reporting issuer in any jurisdiction in Canada.
The principal regulator is satisfied that the order meets the test set out in the Legislation for the principal regulator to make the order.
The decision of the principal regulator under the Legislation is that the Order Sought is granted.
Ontario Securities Commission
Ontario Securities Commission