Securities Law & Instruments


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

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16 as am., s. 1(6).


ORDER (Subsection 1(6) of the OBCA)

UPON the application of 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 that:

1. The Applicant is an "offering corporation" as defined in the OBCA and has an authorized capital consisting of an unlimited number of common shares (the "Common Shares") and 25,000 preference shares (the "Preference Shares"). There are no Preference Shares issued and outstanding.

2. The head office of the Applicant is located at 10 Four Seasons Place, Suite 1200, Etobicoke, Ontario M9B 6H7.

3. On May 23, 2014, Grupo Bimbo, S.A.B. de C.V. ("Grupo Bimbo") acquired indirectly through Bimabel Canada Inc. ("Bimabel"), a wholly-owned subsidiary of Grupo Bimbo, all of the issued and outstanding securities of the Applicant by way of a plan of arrangement under the OBCA and became the sole beneficial holder of all of the Common Shares.

4. As of the date hereof, all of the outstanding securities of the Applicant, including debt securities, are beneficially owned, directly or indirectly, by Grupo Bimbo.

5. The Common Shares have been de-listed from the Toronto Stock Exchange, effective as of the close of trading on May 26, 2014.

6. No securities of the Applicant are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported.

7. Pursuant to BC Instrument 11-502 Voluntary Surrender of Reporting Issuer Status, the British Columbia Securities Commission confirmed the Applicant's non-reporting issuer status in British Columbia effective June 6, 2014.

8. The Applicant is a reporting issuer, or the equivalent, in Alberta, Saskatchewan, Ontario, Quebec and Nova Scotia (the "Jurisdictions"), and is currently not in default of any of the applicable requirements under the legislation of the Jurisdictions.

9. On May 23, 2014, the Applicant made an application to the Ontario Securities Commission, as principal regulator on behalf of the securities regulatory authorities in the Jurisdictions, for a decision that the Applicant is not a reporting issuer in the Jurisdictions (the "Reporting Issuer Relief Requested").

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

11. Upon the granting of the Reporting Issuer Relief Requested, the Applicant will not be a reporting issuer or equivalent in any jurisdiction of Canada.

AND UPON the Commission being satisfied 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 purpose of the OBCA.

DATED at Toronto on this 24th day of June, 2014.

"James Turner"
Ontario Securities Commission
"Sarah B Kavanagh"
Ontario Securities Commission