Securities Law & Instruments

Headnote

National Policy 11-203 Process For Exemptive Relief Applications in Multiple Jurisdictions -- application for an order that the issuer is not a reporting issuer.

Ontario Statutes

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10).

March 9, 2009

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

QUÉBEC, ONTARIO AND ALBERTA

(the "Jurisdictions")

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

RODOCANACHI CAPITAL INC.

(the "Filer")

 

DECISION

Background

The securities regulatory authority or the regulator in each of the Jurisdictions (the "Decision Maker") has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the "Legislation") that the Filer is not a reporting issuer (the"decision").

Under the process for Exemptive Relief Applications in Multiple Jurisdictions (for a coordinated review application):

(a) the Autorité des marchés financiers is the principal regulator for this application; and

(b) the decision is the decision of the principal regulator and evidences the decision of each other Decision Maker.

Interpretation

Terms defined in National Instrument 14-101 Definitions have the same meaning if used in this decision, unless otherwise defined.

Representations

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

1. The Filer was incorporated under Part 1A of the Companies Act (Quebec) on March 5, 2008 under the name Rodocanachi Capital Inc. / Capital Rodocanachi Inc.

2. The head office of the Filer is located at 1002 Sherbrooke Street, West, 28th Floor, Montreal, Quebec.

3. In connection with its initial public offering (the "Offering"), the Filer filed a final prospectus dated September 24, 2008 (the "Prospectus") with the securities regulatory authorities of the Jurisdictions and British Columbia.

4. Upon issuance of a receipt for the Prospectus on September 25, 2008, the Filer became a reporting issuer in the Jurisdictions and in British Columbia.

5. The Filer is authorized to issue an unlimited number of shares without par value, of which 2,800,000 class A common shares are currently outstanding.

6. The receipt for the Prospectus expired on December 24, 2008. The Filer has discontinued the Offering and has not distributed its securities pursuant to the Prospectus.

7. The Filer currently has the same security holders as it had prior to filing the Prospectus.

8. The outstanding securities of the Filer have not changed since it filed the Prospectus.

9. To the knowledge of the Filer, no trading of its securities has occurred since it filed the Prospectus.

10. The outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by 9 security holders all located in Quebec, except for 1, where the Filer has a security holder located in Main, United States.

11. The outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by less than 50 security holders in total in Canada.

12. No securities of the Filer are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation.

13. The Filer is not in default of any of its obligations under the Legislation as a reporting issuer, except that the Filer has not filed its interim MD&A for the period ended November 30, 2008 as required under National Instrument 51-102 respecting Continuous Disclosure Obligations.

14. On February 6, 2009, the Filer issued on news wire a news release announcing that it decided to discontinue the Offering and that an application was filed with the Jurisdictions to cease to be a reporting issuer.

15. On February 6, 2009, the Filer filed a notice in British Columbia pursuant to the provisions of BC Instrument 11-502, Voluntary Surrender of Reporting Issuer Status to cease to be a reporting issuer. The Filer ceased to be a reporting issuer in British Columbia on February 16, 2009.

16. On February 20, 2009, the Filer filed through SEDAR a news release announcing that it decided to discontinue the Offering.

Decision

Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.

The decision of the Decision Makers under the Legislation is that the decision is granted.

"Alexandra Lee"
Manager Continuous Disclosure
Autorité des marchés financiers