Securities Law & Instruments

Headnote

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).

Translation

Montreal, August 5, 2009

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

QUEBEC, ALBERTA AND ONTARIO

(THE "JURISDICTIONS")

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

FORTSUM BUSINESS SOLUTIONS INC.

(THE "FILER")

 

DECISION

Background

The securities regulatory authority or regulator in each of the Jurisdictions (the "Decision Makers") 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 in the Jurisdictions (the "Requested Exemptive Relief").

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 Regulation 14-101 respecting Definitions (elsewhere, 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. On May 21, 2009, 4503961 Canada Inc. ("4503961"), a wholly-owned subsidiary of GFI Solutions Group Inc. ("GFI"), acquired all of the outstanding securities of Fortsum Business Solutions Inc. by way of a statutory plan of arrangement under Section 192 of the Canada Business Corporations Act pursuant to which 4503961 and Fortsum Business Solutions Inc. were then amalgamated into a single company being the Filer (collectively, the "Transaction").

2. The head office of the Filer is located at 75 Queen Street, Suite 6100, Montréal, Québec.

3. Upon the completion of the Transaction, GFI is now the sole shareholder of the Filer.

4. At the close of the market on May 22, 2009, the common shares of the Filer were delisted from the TSX Venture Exchange.

5. As a result of the completion of the Transaction, the outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 security holders in each of the jurisdictions in Canada and fewer than 51 security holders in total in Canada.

6. No securities of the Filer are traded on a marketplace as defined in Regulation 21-101 respecting Marketplace Operation (elsewhere, National Instrument 21-101 Marketplace Operation).

7. The Filer has no intention to seek financing by way of a distribution of securities to the public.

8. The Filer applied to voluntarily surrender its status as a reporting issuer in British Columbia under Instrument 11-502 Voluntary Surrender of Reporting Issuer Status on June 1, 2009. As a result of such application, the Filer is not a reporting issuer in British Columbia effective June 11, 2009.

9. Upon the grant of the Requested Exemptive Relief, the Filer will not be a reporting issuer in all of the jurisdictions in Canada in which it is currently a reporting issuer.

10. The Filer is not in default of any of its obligations as a reporting issuer under the Legislation except for its obligation to file the following documents:

(a) the interim financial statements and the management's discussion and analysis for the interim period ended March 31, 2009, required pursuant to sections 4.3, 4.4 and 5.1 of Regulation 51-102 respecting Continuous Disclosure Obligations (elsewhere, National Instrument 51-102 Continuous Disclosure Obligations);

(b) the interim certificates for the interim period ended March 31, 2009, required pursuant to Part 5 of Regulation 52-109 respecting Certification of Disclosure in Issuers' Annual and Interim Filings (elsewhere, National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings).

Decision

Each of the Decision Makers is satisfied that the exemptive relief application 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 Requested Exemptive Relief is granted.

"Alexandra Lee"
Manager, Continuous Disclosure
Autorité des marchés financiers