Applicant deemed to have ceased to be offering its securities to the public under the Business Corporations Act (Ontario).
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 STUDENT TRANSPORTATION 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 subsection 1(1) of the OBCA.
2. The Applicant has an authorized capital consisting of an unlimited number of common shares (Common Shares), of which 95,365,031 Common Shares are issued and outstanding as of the date hereof.
3. The head office of the Applicant is located at 160 Saunders Road, Unit 6, Barrie, Ontario L4N 9A4.
4. On February 27, 2018, the Applicant entered into an arrangement agreement with Spinner Can AcquireCo Inc. (Acquireco), a company sponsored by affiliates of Caisse de dépôt et placement du Québec and Ullico Inc., pursuant to which Acquireco agreed to acquire all of the issued and outstanding Common Shares of the Applicant by way of a court-approved plan of arrangement under the provisions of section 182 of the OBCA (the Arrangement).
5. The Arrangement was approved by the shareholders of the Applicant at a special meeting of shareholders of the Applicant held April 19, 2018.
6. The Arrangement was approved by a final order of the Ontario Superior Court of Justice (Commercial List) on April 25, 2018.
7. The Arrangement was completed April 27, 2018. As a result of the Arrangement, each shareholder of the Applicant became entitled to receive, in exchange for each Common Share held prior to the effective time of the Arrangement, US$7.50.
8. On April 27, 2018, the Applicant paid out in full its outstanding 6.25% Convertible Unsecured Subordinated Debentures due June 30, 2019 and 5.25% Convertible Unsecured Subordinated Debentures due September 30, 2021.
9. As of the date of this order, all of the issued and outstanding Common Shares are beneficially owned, directly or indirectly, by AcquireCo and no other securities, including debt securities of the Applicant are outstanding.
10. The Applicant has no intention to seek public financing by way of an offering of securities.
11. On May 9, 2018, the Applicant was granted an order pursuant to subclause 1(10)(a)(ii) of the Securities Act (Ontario) that it is not a reporting issuer in Ontario and is not a reporting issuer or the equivalent in any other jurisdiction of Canada in accordance with the simplified procedure set out in National Policy 11-206 Process for Cease to be a Reporting Issuer Applications.
AND UPON the Commission being satisfied that to grant this order would not be prejudicial to the public interest;
IT IS 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.
DATED at Toronto on this 13th day of June, 2018.