Multilateral Instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- exemption granted to a successor issuer from the requirement to deliver personal information forms for individuals for whom the trust previously delivered personal information forms.
Applicable Legislative Provisions
National Instrument 44-101 Short Form Prospectus Distributions, s. 8.1.
Citation: Daylight Energy Ltd. , Re, 2010 ABASC 248
June 3, 2010
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ALBERTA AND ONTARIO
IN THE MATTER OF
THE PROCESS FOR EXEMPTIVE RELIEF
APPLICATIONS IN MULTIPLE JURISDICTIONS
IN THE MATTER OF
DAYLIGHT ENERGY LTD.
(DEL or the Filer)
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) exempting the Filer from the requirement under Subsection 4.1(b) of National Instrument 44-101 Short Form Prospectus Distributions (NI 44-101) for DEL to deliver a Personal Information Form and Authorization to Collect, Use and Disclose Personal Information (in the form attached as Appendix A to National Instrument 41-101 General Prospectus Requirements (NI 41-101) for each director and executive officer of the Filer at the time of filing a preliminary short form prospectus, for whom Daylight Resources Trust (Daylight Trust) had previously delivered any of the documents described in clauses 4.1(b)(i)(E) through (G) of NI 44-101 at the time of filing such preliminary short form prospectus (the Exemption Sought).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):
(a) the Alberta Securities Commission is the principal regulator for this application;
(b) the Filer has provided notice that Subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Saskatchewan, Manitoba, Québec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador; and
(c) the decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.
This decision is based on the following facts represented by the Filer:
1. Daylight Trust was a trust established under the laws of the Province of Alberta pursuant a declaration of trust dated August 16, 2006 and amended and restated on September 21, 2006 and May 7, 2010. The principal office of Daylight Trust was located in Calgary, Alberta. In connection with a plan of arrangement (the Arrangement) effected under the Business Corporations Act (Alberta), effective May 7, 2010 Daylight Trust was dissolved and the Filer assumed all of Daylight Trust's assets and liabilities.
2. Prior to completion of the Arrangement, Daylight Trust was a reporting issuer or the equivalent under the securities legislation of each of the provinces of Canada.
3. Prior to completion of the Arrangement, the trust units of Daylight Trust were listed on the Toronto Stock Exchange (TSX) under the symbol DAY.UN and the convertible debentures of Daylight Trust were listed on the TSX under the symbols DAY.DB.B, DAY.DB.C and DAY.DB.D.
4. Prior to completion of the Arrangement Daylight Trust was not in default of securities legislation in any of the Jurisdictions.
5. DEL is a corporation amalgamated under the laws of the Province of Alberta. The principal office of DEL is located in Calgary, Alberta.
6. DEL is a reporting issuer or the equivalent under the securities legislation of each of the provinces of Canada and to its knowledge is not in default of applicable securities legislation in any of the Jurisdictions.
7. The DEL Shares are listed and posted for trading on the TSX under the symbol DAY and the convertible debentures are listed and posted for trading on the TSX under the symbols DAY.DB.B, DAY.DB.C and DAY.DB.D.
8. Prior to completion of the Arrangement, DEL was the administrator of Daylight Trust and following the completion of the Arrangement, the sole business of DEL is the former business of Daylight Trust.
9. The Arrangement did not involve the acquisition of any additional operating assets or the disposition of any existing operation assets.
10. Daylight Trust has previously delivered the documents described in clauses 4.1(b)(i)(E) through (G) of NI 44-101 (the Daylight Trust PIFs) for each individual acting in the capacity of director or executive officer of Daylight Trust.
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 Exemption Sought is granted, provided that:
(a) each individual:
(i) for whom Daylight Trust has previously delivered a Daylight Trust PIF; and
(ii) who is a director or executive officer of DEL at the time of a prospectus filing by DEL;
authorizes the Decision Makers, in respect of the prospectus filing by DEL, to collect, use and disclose the personal information that was previously provided in the Daylight Trust PIF; and
(b) DEL will, if requested by a Decision Maker, promptly deliver such further information from each individual referred to in clause (a) above as the Decision Maker may require.
This decision will terminate in any Jurisdiction in which the decision is in effect on the effective date of any change to subparagraph 4.1(b)(i) of NI 44-101.