National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Application by a reporting issuer for an order that it is not a reporting issuer -- Based on diligence inquiry, residents of Canada (i) do not directly or indirectly beneficially own more than 2% of each class or series of outstanding securities of the issuer worldwide, and (ii) do not directly or indirectly comprise more than 2% of the total number of shareholders of the issuer worldwide -- Issuer has provided notice through a press release that it has submitted an application to cease to be a reporting issuer.
Applicable Legislative Provisions
Securities Act (Ontario), 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 Applcations.
September 23, 2016
IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (THE JURISDICTION) AND IN THE MATTER OF THE PROCESS FOR CEASE TO BE A REPORTING ISSUER APPLICATIONS AND IN THE MATTER OF COVENTRY RESOURCES LIMITED (THE FILER)
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 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 and Alberta.
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 order is based on the following facts represented by the Filer:
1. The Filer is a company governed by the Australian Corporations Act 2001 (the Corporations Act) with company registration number 161 615 783.
2. The Filer's head office is located at Suite 9, 5 Centro Avenue, Subiaco, Western Australia 6008.
3. The Filer's share capital is comprised of an unlimited number of fully paid ordinary shares (the Shares). As of August 12, 2016, there were a total of 403,439,615 Shares issued and outstanding.
4. The Shares of the Filer are currently listed on the Australian Securities Exchange (the ASX), under the trading symbol "CYY".
5. The Filer is subject to all applicable corporate requirements of a company formed in Australia and the applicable securities laws and rules of the ASX. The Filer is not in default of any requirements of Australian law or the rules or requirements of the ASX applicable to it.
6. The Filer is a reporting issuer in Alberta, British Columbia and Ontario.
7. The Filer qualifies as a "designated foreign issuer" under National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers (NI 71-102).
8. To the knowledge of the Filer, the Filer is not in default of the Legislation or the securities legislation of any jurisdiction.
9. The Filer has no present connection to Canada other than a limited number of securityholders who are residents of Canada, a majority of which are located in Ontario.
10. In support of the representation set forth in paragraph 11 below concerning the percentage of outstanding Shares and the total number of securityholders in Canada, the Filer reviewed its share register and issued beneficial tracing notice to nominee shareholders. Under section 672A of the Corporations Act, an ASX listed company may at any time issue a tracing notice to a registered shareholder requiring that person to disclose details of all persons who have a beneficial interest in the relevant shares. Disclosure is mandatory and must be made within the specified time period outlined in the tracing notice.
11. Based on the Filer's diligence inquiries described above, the aggregate beneficial ownership of the Filer's Shares in Canada as at August 12, 2016 consists of 18 shareholders beneficially owning an aggregate of 2,922,733 Shares, representing approximately 1.01% of the total number of shareholders of the Filer and approximately 0.72% of the total outstanding Shares.
12. Accordingly, based on the foregoing, as of August 12, 2016, residents of Canada do not:
(a) directly or indirectly beneficially own more than 2% of each class or series of outstanding securities (including debt securities) of the Filer worldwide; and
(b) directly or indirectly comprise more than 2% of the total number of securityholders of the Filer worldwide.
13. In the 12 months preceding this application, the Filer has not taken any steps that indicate there is a market for its securities in Canada, including conducting a prospectus or private placement offering in Canada, establishing or maintaining a listing on an exchange in Canada or having its securities traded on a marketplace or any other facility in Canada for bringing together buyers and sellers where trading data is publicly reported.
14. By press release dated August 17, 2016, the Filer provided advance notice to Canadian resident securityholders that it has applied for an order to cease to be a reporting issuer in Alberta, British Columbia and Ontario and, if that order is made, the Filer will no longer be a reporting issuer in any jurisdiction in Canada.
15. All continuous disclosure required to be made by the Filer under applicable Australian securities laws and ASX requirements is publicly available to all of the Filer's securityholders through the Filer's website at www.coventryres.com, and will be substantially the same as the continuous disclosure Canadian resident holders of Shares currently have access to given the Filer's status as a "designated foreign issuer" under NI 71-102.
16. The Filer undertakes that it will concurrently deliver to its Canadian registered securityholders all continuous disclosure the Filer is required to deliver to its non-Canadian registered securityholders under applicable Australian securities laws and ASX requirements.
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.