National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Application for an order than the issuer is not a reporting issuer under applicable securities laws -- Requested relief granted.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10).
July 8, 2009
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
QUEBEC, ONTARIO AND ALBERTA
IN THE MATTER OF
THE PROCESS FOR EXEMPTIVE RELIEF
APPLICATIONS IN MULTIPLE JURISDICTIONS
IN THE MATTER OF
R.P.M. TECH INC.
The securities regulatory authority or 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") to not be a reporting issuer in the Jurisdictions in accordance with the legislation (the "Exemptive Relief Sought").
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.
Terms defined in National Instrument 14-101 Definitions have the same meaning in this decision, unless otherwise defined.
This decision is based on the following facts represented by the Filer:
1. The Filer is the resulting company of an amalgamation effective on April 1, 2009 (the "Amalgamation") of a predecessor entity of the same name R.P.M.Tech Inc. ("R.P.M.") and 9203-6706 Quebec inc. ("Newco"), a new company incorporated solely for that purpose.
2. The registered and principal office of the Filer is located at 184 Route 138, Cap-Santé (Quebec) G0A 1L0.
3. Newco is a wholly-owned subsidiary of Gestion Clanmor inc., Gestion Iamvic inc. and Gestion Richard Daneau inc. (the "R.P.M. Group") which together exercised direct control over 3 140 631 of the 4 387 206 issued and outstanding common shares of R.P.M., representing 71.6 % of all the voting shares.
4. Prior to the Amalgamation, the R.P.M. Group transferred its 3 140 631 common shares of R.P.M. to Newco. Following the Amalgamation, the Filer became a wholly owned subsidiary of the R.P.M. Group.
5. On March 30, 2009, the shareholders approved the Amalgamation of R.P.M, with Newco. Under the Amalgamation, the common shares of R.P.M, other than those held by Newco, were converted into redeemable preferred shares of the Filer which were automatically redeemed after the Amalgamation for $1.60 per share, payable in cash.
6. The common shares of R.P.M. held by Newco were converted into common shares of the Filer. All of the outstanding common shares of R.P.M. (TSX Venture: RP) not owned by the R.P.M. Group were redeemed at a price of $1.60 per share in cash, for a total consideration of $1,994,520. The R.P.M. Group now holds all of the issued and outstanding common shares of the Filer.
7. At the close of trading on April 9, 2009, the common shares of the Filer were delisted from the TSX Venture Exchange.
8. Prior to the Amalgamation, R.P.M. was a reporting issuer in the Jurisdictions and British Columbia. As a result of the Amalgamation, the Filer, as the successor entity to R.P.M., became a reporting issuer in the Jurisdictions and British Columbia.
9. On April 14, 2009, the Filer filed a notice with the British Columbia Securities Commission 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 April 27, 2009.
10. The outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 holders in each of the Jurisdictions and fewer than 51 security holders in total in Canada.
11. No securities of the Filer are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation.
12. The Filer has currently no intention to make an offering of its securities to the public.
13. The Filer is applying for a decision that the Filer is not a reporting issuer in the Jurisdictions in which it is currently a reporting issuer.
14. 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, on April 29, 2009, its interim financial statements and interim management's discussion and analysis for the period ended February 28, 2009 as required under National Instrument 51-102 Continuous Disclosure Obligations and the interim certification as required under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings.
15. Upon the grant of the Exemptive Relief Sought, the Filer will not be a reporting issuer in any jurisdiction in Canada.
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 Exemptive Relief Sought is granted.