Securities Law & Instruments


Applicant deemed to have ceased to be offering its securities to the public under the Business Corporations Act (Ontario).

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16 as am., s. 1(6).

(the OBCA)


(the Applicant)

(Subsection 1(6) of the OBCA)

                UPON the application of the Applicant to the Ontario Securities Commission (the Commission) for an order pursuant to subsection 1(6) of the OBCA to be deemed to have ceased to be offering its securities to the public;

                AND UPON the Applicant representing to the Commission that:

1.             The Applicant is an "offering corporation" as defined in the OBCA, and has an authorized capital consisting of an unlimited number of common shares (Common Shares) and an unlimited number of Class A restricted voting shares (together with the Common Shares, the Perk Shares).

2.             The head office of Applicant is located at 720 Brazos Street, Suite 110, Austin, Texas, United States, 78701.

3.             On December 5, 2016, the Applicant, RhythmOne plc (RhythmOne) and RhythmOne (US) Holding, Inc. (RhythmOne US) entered into an arrange-ment agreement providing for the acquisition by RhythmOne of all of the issued and outstanding Perk Shares by way of a plan of arrangement under section 182 of the OBCA (the Arrange-ment).

4.             The Arrangement was approved by the shareholders of the Applicant at a special meeting of shareholders of the Applicant held on January 12, 2017.

5.             The Arrangement was approved by the Ontario Superior Court of Justice (Commercial List) on January 16, 2017.

6.             The Arrangement was completed on January 19, 2017; and as a result, RhythmOne became the sole indirect beneficial holder of all of the Perk Shares.

7.             As of the date of this decision, all of the outstanding securities, including debt securities, of the Applicant are beneficially owned, directly or indirectly, by a sole securityholder, RhythmOne US, which is an indirect wholly-owned subsidiary of RhythmOne.

8.             The Common Shares have been de-listed from the Toronto Stock Exchange, effective as of the close of trading on January 20, 2017.

9.             No securities of the Applicant, including debt securities, are traded 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.

10.          The Applicant is a reporting issuer, or the equi-valent, in Ontario, British Columbia and Alberta (the Jurisdictions) and is not in default of any securities legislation in any of the Jurisdictions.

11.          The Applicant has applied to the Ontario Securities Commission, as principal regulator, for an order that the Applicant is not a reporting issuer in the Jurisdictions (the Reporting Issuer Relief).

12.          The Applicant has no intention to seek public financing by way of an offering of securities.

13.          Upon the grant of the Reporting Issuer Relief, the Applicant will not be a reporting issuer or equivalent in any jurisdiction of Canada.

                AND UPON the Commission being satisfied to do so would not be prejudicial to the public interest;

                IT IS HEREBY ORDERED by the Commission pursuant to subsection 1(6) of the OBCA that the Applicant be deemed to have ceased to be offering its securities to the public for the purpose of the OBCA.

                DATED at Toronto on this 24 of February, 2017.

J. A. Leiper”
Ontario Securities Commission

“Frances Kordyback”
Ontario Securities Commission