Clarington Corporation - s. 1(6) of the OBCA)

Order

Headnote

Issuer deemed to have ceased to be offering its securities to the public under the OBCA.

Statute Cited

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

CLARINGTON CORPORATION

 

ORDER

(Subsection 1(6) of the OBCA)

UPON the application of Clarington Corporation (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 representing to the Commission as follows:

1. The Applicant was incorporated pursuant to the Business Corporations Act (Ontario) ("OBCA") on October 15, 2003, and was the subject of a take-over bid offer (the "Offer") by Industrial Alliance Insurance and Financial Services Inc. ("Industrial Alliance") that expired on January 10, 2006;

2. The head and registered office of the Applicant is located in Toronto, Ontario;

3. The authorized capital of the Applicant consists of an unlimited number of common shares. As at the date hereof, there were 14,795,240 issued and outstanding common shares (the "Common Shares");

4. In connection with the Offer, Industrial Alliance has become the beneficial holder of all of the Common Shares;

5. As of the date of this decision, all of the outstanding securities of the Applicant, including debt securities, which are beneficially owned, directly or indirectly, are held by a sole security holder, Industrial Alliance;

6. The Common Shares have been de-listed from the Toronto Stock Exchange, effective as of February 2, 2006;

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

8. The Applicant is a reporting issuer, or the equivalent, in each of the Jurisdictions, and to its knowledge is currently not in default of any applicable requirements under the legislation except:

a. the requirement to file interim financial statements and related management discussion and analysis within 45 days of the end of the financial quarter ended December 31, 2005 (the "Interim Filings"); and

b. the requirement that the Applicant file an interim certificate in Form 52-109F2 signed by the CFO and CEO in relation to the Interim Filings.

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

10. Upon the grant of relief requested, the Applicant will not be a reporting issuer or equivalent in any jurisdiction of Canada.

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 be deemed to have ceased to be offering its securities to the public for the purposes of the OBCA.

DATED May 3, 2006.

"Robert L. Shirriff"
Commissioner
Ontario Securities Commission
 
"Suresh Thakrar"
Commissioner
Ontario Securities Commission