Mutual Reliance Review System for Exemptive Relief Applications -- issuer deemed to be no longer a reporting issuer under securities legislation (for MRRS Decisions).
Applicable Ontario Statutory Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., s. 83.
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ALBERTA AND ONTARIO
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
INBUSINESS SOLUTIONS INC.
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatory authority or regulator (the Decision Maker and collectively, the Decision Makers) in each of Alberta and Ontario (the Jurisdictions) has received an application from InBusiness Solutions Inc. (the Applicant or InBusiness) for a decision under the securities legislation of the Jurisdictions (the Legislation) that InBusiness be deemed to have ceased to be a reporting issuer under the Legislation;
AND WHEREAS under the Mutual Reliance Review System for Exemptive Relief Applications (the System), the Ontario Securities Commission (the OSC) is the principal regulator for this application;
AND WHEREAS, unless otherwise defined, the terms herein have the meaning set out in National Instrument 14-101 Definitions;
AND WHEREAS the Applicant has represented to the Decision Makers that:
1. The Applicant was incorporated under the Alberta Business Corporations Act as 747705 Alberta Ltd. on July 18, 1997. The Applicant's name was changed to "Newsys Solutions Inc." on October 30, 1997. The Applicant was continued under the Canada Business Corporations Act on March 7, 2000. The Applicant subsequently changed to its current name, "InBusiness Solutions Inc." on September 11, 2000.
2. The head office of the Applicant is located at Ontario at 1686 Woodward Drive, Ottawa, Ontario, K2C 3R8.
3. The Applicant is a reporting issuer only in Ontario and Alberta. The Applicant ceased to be a reporting issuer in British Columbia on May 16, 2004, pursuant to a Voluntary Surrender of Reporting Issuer Status under British Columbia Securities Commission Instrument 11-502.
4. The Applicant is a wholly owned subsidiary of TrekLogic Technologies Inc. (TrekLogic). TrekLogic acquired all of the issued and outstanding shares of the Applicant pursuant to a takeover bid (the Takeover) dated December 11, 2003 (as extended on January 15, 2004 and January 30, 2004) and a compulsory acquisition transaction (the Compulsory Acquisition) under Section 206 of the Canada Business Corporations Act, which closed on April 20, 2004.
5. TrekLogic is the only shareholder of the Applicant and the Applicant has fewer than 15 security holders, including debt security holders, which beneficially own, directly or indirectly the outstanding securities of the Applicant in each jurisdiction in Canada and fewer than 51 security holders in total in Canada.
6. The common shares of InBusiness were delisted from the TSX Venture Exchange on May 6, 2004.
7. No securities of InBusiness are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation.
8. The Applicant has no plans to seek public financing by offering its securities in Canada.
9. The Applicant is not in default of any of its obligations under the securities legislation of Ontario and Alberta except as follows:
(i) The Applicant has not filed its quarterly financial statements and related Management Discussion and Analysis for the quarter ended January 31, 2004 which were not due to be filed until after the close of the Takeover on February 9, 2004.;
(ii) The Applicant has not filed an Annual Information Form (AIF) for the fiscal year ended April 30, 2003, which was due to be filed by September 17, 2003; and
(iii) The Applicant has not filed an Issuer Profile Supplement on SEDI.
AND WHEREAS under the System, this MRRS Decision Document evidences the decision of each Decision Maker (collectively, the Decision);
AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the Decision has been met;
THE DECISION of the Decision Makers under the Legislation is that the Applicant is deemed to have ceased to be a reporting issuer or the equivalent under the Legislation.
May 31, 2004.
"Susan Wolburgh Jenah"
"Wendell S. Wigle"