National Policy 11-206 Process for Cease to be a Reporting Issuer Applications – The issuer ceases to be a reporting issuer under securities legislation – more than 15 securityholders in a jurisdiction.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10).
Citation: Re Trimac Transportation Services Inc., 2016 ABASC 210
July 25, 2016
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ALBERTA AND ONTARIO
IN THE MATTER OF
THE PROCESS FOR CEASE TO BE
A REPORTING ISSUER APPLICATIONS
IN THE MATTER OF
TRIMAC TRANSPORTATION SERVICES INC.
The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) has received an application from Trimac Transportation Ltd. (TTL), the predecessor entity of the Filer for an order under the securities legislation of the Jurisdictions (the Legislation) that the Filer (which includes its predecessor entity, TTL) 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 dual application):
(a) the Alberta Securities Commission is the principal regulator for this application,
(b) the Filer has provided notice that sub-section 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland, North West Territories, Yukon and Nunavut, and
(c) this order is the order of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
Terms defined in National Instrument 14-101 Definitions or MI 11-102 have the same meaning if used in this order, unless otherwise defined.
This order is based on the following facts represented by the Filer:
1. The Filer’s head office is located in Calgary, Alberta.
2. The Filer is a reporting issuer in all of the jurisdictions of Canada.
3. On June 30, 2016, TTL, a reporting issuer the Class A Common Shares (Common Shares) of which were listed on the TSX, completed a going private transaction by way of plan of arrangement (Plan of Arrangement) pursuant to the Business Corporations Act (Alberta) whereby Trimac Hold-ings Ltd. (THL) indirectly acquired the remaining Common Shares of TTL that it did not already own. The full details of the Plan of Arrangement and the intention of the Filer to make an appli-cation to cease to be a reporting issuer are contained in a management information circular of TTL dated May 25, 2016 and filed on SEDAR.
4. Pursuant to the Plan of Arrangement, THL’s wholly owned subsidiary 1968619 Alberta Ltd., TTL and a predecessor, Trimac Transportation Services Inc., a wholly-owned subsidiary of TTL, were amalgamated under the name Trimac Transportation Services Inc. creating the Filer.
5. Following the Plan of Arrangement, the only outstanding securities of the Filer are as follows:
(a) 17,725,282 common shares of the Filer, all of which are held by THL; and
(b) 125,010 PSUs (as defined below) which are held by a total of 22 employees of the Filer.
6. The 22 employees of the Filer, 15 of whom are residents in Alberta, continue to hold vested and unvested share awards (PSUs) previously granted in the normal course under the Filer’s performance share unit plan (PSU Plan). The Plan of Arrangement did not require either the termination of the vested PSUs or the acceleration of vesting of PSUs under Filer’s PSU Plan. The PSUs granted under the PSU Plan will continue to exist in accordance with the terms of such plan. The Filer intends to satisfy its obligations in connection with the PSUs in accordance with the terms of the PSU Plan, which facilitates a cash payment in satisfaction of the Filer’s obligations.
7. The Common Shares of TTL have been delisted from the TSX as of the close of business on July 6, 2016.
8. The Filer’s outstanding securities, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada other than Alberta and by fewer than 51 securityholders in total worldwide.
9. The Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets.
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 is not in default of securities legislation in any of the jurisdictions of Canada.
12. Following the Order Sought being granted, the Filer will not be a reporting issuer in any jurisdiction of Canada.
13. The Filer has no current intention to conduct a financing by way of a distribution of its securities.
Each of the Decision Makers is satisfied that the order meets the test set out in the Legislation for the Decision Maker to make the order.
The decision of the Decision Makers under the Legislation is that the Order Sought is granted.