Securities Law & Instruments

Headnote

 

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 – issuer in default of its obligation to file and deliver its interim 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.

 

February 24, 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

COLUMN CANADA ISSUER CORPORATION

(THE FILER)

 

ORDER

 

Background

 

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 sub-section 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Mani-toba, Québec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland & Labrador.


Interpretation

 

Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.

 

Representations

 

This order is based on the following facts represented by the Filer:

 

1.             The Filer was incorporated under the laws of Canada on January 30, 2002. The Filer is a wholly-owned indirect subsidiary of Credit Suisse Group AG (Credit Suisse), a corporation incorporated under the laws of Switzerland.

 

2.             The head office of the Filer is located in Toronto, Ontario.

 

3.             The Filer is a reporting issuer, or the equivalent, in each of the provinces of Canada.

 

4.             The only securities the Filer has outstanding, including debt securities, are 100 common shares, all of which have been issued to its parent corporation, Credit Suisse. As a result, it is unnecessary, impractical and costly for the Filer to remain a reporting issuer with its parent corporation as its sole shareholder.

 

5.             The Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets.

 

6.             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.

 

7.             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.

 

8.             The Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer.

 

9.             The Filer is not in default of securities legislation in any jurisdiction, except for its failure to file its interim management discussion and analysis for the interim period ended September 30, 2016 and related certificates for the interim period ended September 30, 2016 as required under National Instrument 51-102 Continuous Disclosure Obligations and National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (collectively, the “Filings”), all of which became due on November 29, 2016.

 

10.          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.

 

11.          The Filer was incorporated as a special purpose vehicle to issue asset-backed securities backed by insured or uninsured residential or commercial mortgages, hypothecs or other charges on real or immovable property situated in Canada. On November 29, 2016, the Filer did not have any asset-backed securities outstanding on which to report in the Filings.

 

12.          Upon the granting of the Order Sought, the Filer will not be a reporting issuer in any jurisdiction in Canada.

 

Order

 

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.

 

“Janet Leiper”

Commissioner

Ontario Securities Commission

 

“Frances Kordyback”

Commissioner

Ontario Securities Commission