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Pivot Technology Solutions, Inc. – s. 1(11)(b)
Headnote
Subsection 1(11)(b) -- Order that the issuer is a reporting issuer for the purposes of Ontario securities law -- Issuer already a reporting issuer in Alberta and British Columbia -- Issuer's securities listed for trading on the TSX Venture Exchange -- Continuous disclosure requirements in Alberta and British Columbia substantially the same as those in Ontario -- Issuer has a significant connection to Ontario.
Statutes Cited
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(11)(b).
IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990, c. S.5, AS AMENDED
(the “Act”)
AND
IN THE MATTER OF
PIVOT TECHNOLOGY SOLUTIONS, INC.
ORDER
(Clause 1(11)(b))
UPON the application of Pivot Technology Solutions, Inc. (the "Applicant") to the Ontario Securities Commission (the "Commission") pursuant to clause 1(11)(b) of the Securities Act (Ontario) (the "Act") for a designation order that the Applicant is a reporting issuer for the purposes of Ontario securities law;
AND UPON considering the application and the recommendation of the staff of Commission;
AND UPON the Applicant having represented to the Commission as follows:
1. The Applicant is a corporation first incorporated on January 25, 2011 under the Business Corporations Act (Alberta) under the name Acme Capital Corporation and subsequently continued under the Business Corporations Act (Ontario) on March 22, 2013. The Applicant changed its name from Acme Capital Corporation to Pivot Technology Solutions, Inc. on March 21, 2013.
2. The Applicant has been a reporting issuer under the Securities Act (British Columbia) (the "BC Act") since April 14, 2011 and under the Securities Act (Alberta) (the "Alberta Act") since April 14, 2011. The Applicant is not currently a reporting issuer in any jurisdiction in Canada other than Alberta and British Columbia.
3. The Applicant's registered office is at 40 King Street West, Suite 4400, Toronto, Ontario, Canada, M5H 3Y4. The Applicant's minute books and related corporate records are maintained in Toronto, Ontario.
4. The authorized share capital of the Applicant consists of an unlimited number of common shares and an unlimited number of preferred shares, issuable in series, of which 80,439,625 common shares and 87,482,001 Series A preferred shares were issued and outstanding as at December 3, 2013.
5. The Applicant's common shares are listed on the TSX Venture Exchange (the "Exchange") under the trading symbol "PTG". The Series A preferred shares are not listed on any exchange.
6. The Applicant is not in default of any of the rules, regulations or policies of the Exchange.
7. The Applicant does not appear on the lists of defaulting reporting issuers maintained pursuant to the BC Act or the Alberta Act and is not in default of any requirement of either the BC Act or the Alberta Act.
8. The materials filed by the Applicant under the BC Act and Alberta Ac are available on the System for Electronic Document Analysis and Retrieval (SEDAR).
9. The continuous disclosure requirements of the BC Act and the Alberta Act are substantially the same as the continuous disclosure requirements under the Act.
10. Pursuant to the policies of the Exchange, a listed issuer, which is not otherwise a reporting issuer in Ontario, must assess whether it has a "Significant Connection to Ontario" (as defined in Policy 1.1 of the TSX Venture Exchange Corporate Finance Manual) and, upon becoming aware that it has a Significant Connection to Ontario, promptly make a bona fide application to the Commission to be designated a reporting issuer in Ontario.
11. The Applicant has determined that it has a Significant Connection to Ontario in that over 20% of the Applicant's total number of equity securities are beneficially owned by persons resident in Ontario.
12. There have been no penalties or sanctions imposed against the Applicant by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority and the Applicant has not entered into a settlement agreement with a Canadian securities regulatory authority.
13. No director or officer of the Applicant, nor, to the knowledge of the Applicant and its directors and officers, any shareholder of the Applicant holding sufficient securities of the Applicant to materially affect the control of the Applicant has:
(a) been subject to any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or has entered into a settlement agreement with a Canadian securities regulatory authority; or
(b) been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision.
14. No director or officer of the Applicant, not the Applicant, nor, to the knowledge of the Applicant and its directors and officers, any shareholder of the Applicant holding sufficient securities of the Applicant to materially affect the control of the Applicant is or has:
(a) been the subject of any known ongoing or concluded investigation by: (i) a Canadian securities regulatory authority; or (ii) a court or regulatory body, other than a Canadian securities regulatory authority, that would be likely to be considered important to a reasonable investor making an investment decision; or
(b) been the subject of any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.
15. Except as noted below, no directors or officers of the Applicant, nor, to the knowledge of the Applicant and its directors and officers, any shareholder of the Applicant holding sufficient securities of the Applicant to materially affect the control of the Applicant, has been at the time of such event, a director or officer of any other issuer which is or has:
(a) been subject to any cease trade order or similar order, or order that denied access to any exemptions under Ontario securities laws, for a period of more than 30 consecutive days, within the preceding 10 years; or
(b) been subject to any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.
Mr. Stephen T. Moore, a director of the Applicant was a trustee of Impax Energy Services Income Trust ("Impax") from June 2006 to January 2010. Mr. John R. Anderson, a director of the Applicant was the Chief Financial Officer of Impax from June 2006 to May 2009. Impax filed for creditor protection in December 2009.
AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;
IT IS HEREBY ORDERED pursuant to clause 1(11)(b) of the Act that the Applicant is a reporting issuer for the purposes of Ontario securities law.
DATED at Toronto on this 10th day of January, 2014.
"Kathryn Daniels"
Deputy Director, Corporate Finance
Ontario Securities Commission