Securities Law & Instruments

Headnote

Filer granted permission from the Director, pursuant to s. 38(3) of the Securities Act (Ontario), to make listing representations in its offering documents to the effect that the filer intends to make application to SIX Swiss Exchange AG (the SIX) in Switzerland for its Ordinary Shares to be admitted to trading on the SIX.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., s. 38(3).

April 3, 2014

Norton Rose Fulbright Canada LLP
200 Bay Street, Suite 3800
Royal Bank Plaza, South Tower
Toronto, Ontario
M5J 2Z4

Attention: Mr. Matthew Lippa

Re: SFS Holding AG (the Corporation)

Application for Permission under s. 38(3) of the Securities Act (Ontario).

Pursuant to an application dated March 28, 2014 (the Application), SFS Holding AG applied for permission to include in its Canadian Offering Memorandum (as defined below) representations that application has been or will be made to list its ordinary registered shares (the Ordinary Shares) offered in Ontario under that document on the SIX Swiss Exchange AG (the SIX). The Filer has represented that:

1 The Corporation is a joint stock corporation (Aktiengesellschaft) organized under Swiss law with its registered office at Rosenbergsaustrasse 20, 9435 Heerbrugg, Switzerland.

2 The Corporation intends to change its name to SFS Group AG prior to the Capital Raise (as defined below).

3 The Corporation is currently not a reporting issuer or the equivalent under the securities legislation of any province or territory of Canada.

4 The Ordinary Shares are a new issuance by the Corporation and are not currently listed on any stock exchange or quotation system.

5 The Corporation will apply for the Ordinary Shares to be admitted to trading on the SIX.

6 The Corporation is proposing to issue Ordinary Shares by way of an initial public offering (the Capital Raise). The Capital Raise is being made by way of offering and listing memorandum prepared in accordance with the listing rules of the SIX (the Offering Document) in Switzerland and certain other jurisdictions where the extension or availability of the Capital Raise would not breach any applicable law.

7 The Corporation is under the understanding that the SIX will not grant approval to the listing prior to the distribution of the Canadian Offering Memorandum (as defined below), nor provide the Corporation with written confirmation indicating that it does not object to the Listing Representations or that it consents to the Listing Representations.

8 It is contemplated that the Capital Raise will be made by way of the Private Placement in the Canadian provinces of Ontario and Quebec.

9 The Canadian placement agent(s) for the Capital Raise will rely on appropriate exemptions from the prospectus requirements, and will either rely on the "international dealer" exemption to the registration requirements, or will be appropriately registered under the Securities Act (Ontario), when distributing securities to residents of Ontario.

10 Prospective investors in Ontario and Quebec will be "Accredited Investors" in accordance with National Instrument 45-106 Prospectus and Registration Exemptions and "Permitted Clients" in accordance with National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.

11 In connection with the Private Placement, prospective investors in Ontario and Quebec may be provided with an offering memorandum (the Canadian Offering Memorandum) that incorporates the Offering Document.

12 The Canadian Offering Memorandum will contain one or more representations identical or substantially similar to the following (the Listing Representations):

"The Corporation intends to make and/or has made application to the SIX for the Ordinary Shares to be admitted to the SIX."

Based upon the representations above and the representations contained in the Application, permission is hereby granted pursuant to subsection 38(3) of the Securities Act (Ontario) to include Listing Representations in the Canadian Offering Memorandum that may be provided or made available to prospective investors in Ontario.

"Shannon O'Hearn"
Manager, Corporate Finance Branch
Ontario Securities Commission