National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- application for a decision that the issuer is not a reporting issuer under applicable securities laws -- previous order that the issuer is not a reporting issuer is not effective as it did not include all jurisdictions in which the issuer was a reporting issuer -- issuer in default of certain obligations as a reporting issuer under applicable securities laws.
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.
February 27, 2017
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 CAMPAR CAPITAL CORPORATION (collectively, 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 reporting issuers in all jurisdictions of Canada in which the Filer 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 Filers have provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in Alberta, British Columbia and Québec.
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 corporation existing under the laws of the Business Corporations Act (Ontario).
2. The Filer's head office is located in Toronto, Ontario.
3. On September 6, 2016, the Filer, Starlight U.S. Multi-Family Core Fund, Starlight U.S. Multi-Family (No. 2) Core Fund, Starlight U.S. Multi-Family (No. 3) Core Fund, Starlight U.S. Multi-Family (No. 4) Core Fund (collectively, the Starlight Funds) and Starlight U.S. Multi-Family (No. 5) Core Fund (the Purchaser), among others, entered into an arrangement agreement pursuant to which the Purchaser, agreed to acquire all of the issued and outstanding limited partnership units of each Starlight Fund pursuant to an arrangement (the Arrangement) under the Business Corporations Act (Alberta) and all of the issued and outstanding common shares (the Common Shares) of the Filer pursuant to the Business Corporations Act (Ontario).
4. The Arrangement was approved at joint special meetings of the unitholders of the Starlight Funds and the shareholders of the Filer held on October 6, 2016.
5. The Arrangement was effected on October 14, 2016 and completed on October 15, 2016.
6. The Common Shares were delisted from the TSX Venture Exchange on October 17, 2016.
7. All of the Common Shares are held by the Purchaser and no person has a right to acquire Common Shares.
8. The Filer applied on October 20, 2016 to the principal regulator for an order (the Previous Order) under National Policy 11-206 Process for Cease to be a Reporting Issuer Applications for the Filer to cease to be a reporting issuer in the provinces of Ontario, Alberta and British Columbia.
9. The principal regulator granted the Previous Order on November 29, 2016.
10. As of the date that the Previous Order was granted, the Filer's profile on the System for Electronic Document Analysis and Retrieval indicated that the Filer was a reporting issuer in Alberta, British Columbia and Ontario only.
11. The Autorité des marchés financiers informed the principal regulator on December 9, 2016 that the Filer was deemed to be a reporting issuer in the province of Québec as a result of the Arrangement.
12. As a result, the Previous Order contained an incorrect representation that the Filer ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer, and the Previous Order is not effective.
13. The Filer is applying for an order that the Filer has ceased to be a reporting issuer in the provinces of Alberta, British Columbia, Ontario and Québec.
14. The Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets.
15. The outstanding securities of the Filer, including debt securities, are beneficially owned by a sole securityholder, the Purchaser.
16. 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.
17. The Filer is not in default of securities legislation in any jurisdiction other than an obligation to file on or before November 29, 2016 its interim financial statements and its management discussion and analysis in respect of such statements for the three and nine months ended September 30, 2016, as required under National Instrument 51-102 Continuous Disclosure Obligations and the required certificates as required under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings.
18. If the Filer had applied to cease to be a reporting issuer before November 29, 2016 in Ontario, Alberta, British Columbia and Québec, the order would have been granted. If not for the inadvertent omission of the Filer being a reporting issuer in Quebec, the Filer would not have been in default of securities legislation in any jurisdiction as the default occurred subsequent to the date that the order would have been granted.
19. Following the granting of the Order Sought, the Filer will not be a reporting issuer in any jurisdiction of 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.