Securities Law & Instruments

Headnote

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

Applicable Legislative Provisions

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

IN THE MATTER OF THE BUSINESS CORPORATIONS ACT, R.S.O. 1990, c. B.16, AS AMENDED (the OBCA) AND IN THE MATTER OF HALOGEN SOFTWARE INC. (the Applicant)

ORDER (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 having represented 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 (the Common Shares), an unlimited number of preferred shares (the Preferred Shares) and an unlimited number of exchangeable shares (the Exchangeable Shares) of which 100 Common Shares, 65,934,140 Preferred Shares and 51,383,764 Exchangeable Shares are issued and outstanding as of the date hereof.

2. The Applicant has its head office at 495 March Road, Kanata, Ontario, K2K 3G1.

3. Effective May 1, 2017, in accordance with a plan of arrangement under section 182 of the OBCA (the Arrangement), Halogen Software Inc., a predecessor by amalgamation of the Applicant (Old Halogen), became a wholly-owned subsidiary of 2574387 Ontario Inc. (the Purchaser), a newly-formed subsidiary of Vector Talent Holdings, L.P. and its affiliates. Immediately following the Arrangement, Old Halogen amalgamated with the Purchaser, and the amalgamated company has the name "Halogen Software Inc."

4. The Arrangement was approved by shareholders of Old Halogen at a special meeting of shareholders of Old Halogen held on April 24, 2017.

5. The Arrangement was approved by the Ontario Superior Court of Justice (Commercial List) on April 26, 2017.

6. The common shares of Old Halogen, which traded under the symbol "HGN" on the Toronto Stock Exchange, were de-listed effective at the close of trading on May 3, 2017.

7. The Applicant has no outstanding securities, including debt securities, other than the Common Shares, Preferred Shares and Exchangeable Shares.

8. As of the date of this decision, all of the outstanding Common Shares are beneficially owned, directly or indirectly, by Vector Talent Holdings, L.P., all of the outstanding Preferred Shares are beneficially owned, directly or indirectly, by Vector Talent Holdings LLC and all of the outstanding Exchangeable Shares are beneficially owned, directly or indirectly, by Michael Slaunwhite and his personal holding company, 10206890 Canada Inc.

9. No securities of the Applicant, 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.

10. The Applicant is a reporting issuer, or the equivalent, in all of the provinces and territories of Canada (the Jurisdictions), and is not in default of any requirement of securities legislation in the Jurisdictions.

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

12. On May 4, 3017, the Applicant made an application to the Ontario Securities Commission, as principal regulator on behalf of the securities regulatory authorities in the Jurisdictions, for a decision that the Applicant is not a reporting issuer in the Jurisdictions (the Reporting Issuer Relief).

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

AND UPON the Commission being satisfied that 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 is deemed to have ceased to be offering its securities to the public for the purpose of the OBCA.

DATED at Toronto on this 12th day of May, 2017.

"William J. Furlong"
Commissioner
Ontario Securities Commission
 
"Mark Sandler"
Commissioner
Ontario Securities Commission