Securities Law & Instruments

Headnote

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).

IN THE MATTER OF THE BUSINESS CORPORATIONS ACT (ONTARIO), R.S.O. 1990, C. B.16, AS AMENDED (the OBCA) AND IN THE MATTER OF NORTHAMPTON GROUP INC. (the Applicant)

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 a corporation governed by the OBCA.

2. The Applicant is an "offering corporation" as defined in the OBCA.

3. The Applicant's corporate and head office is located at 2601 Matheson Blvd. E. Suite #212, Mississauga, Ontario, L4W 5A8.

4. The Applicant's authorized share capital consists of an unlimited number of common shares and an unlimited number of preference shares of which 28,321,054 common shares and 5,500,000 preference shares are issued and outstanding. The Filer has no other securities issued and outstanding.

5. Pursuant to a statutory plan of arrangement effective September 25, 2014, all of the outstanding common shares and preference shares of the Applicant were acquired by 2425138 Ontario Inc.

6. Prior to the transaction noted above, the common shares of the Applicant were listed for trading on the TSX Venture Exchange (the TSXV) under the symbol "NHG".

7. The common shares of the Applicant were delisted from the TSXV effective at the close of business on September 25, 2014.

8. The outstanding securities of the Applicant, including debt securities, are now beneficially owned by fewer than 15 security holders in each of the jurisdictions in Canada and fewer than 51 security holders in total worldwide.

9. No securities of the Applicant, including debt securities, 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.

10. The Applicant has no current intention to seek public financing by way of offering its securities in Canada.

11. The Applicant is a reporting issuer in Ontario, British Columbia and Alberta (the Jurisdictions) and to its knowledge is currently not in default of any of the applicable requirements under the securities legislation of such Jurisdictions.

12. The Applicant is applying for a decision that it is not a reporting issuer in each of the Jurisdictions in which it is currently a reporting issuer (the Relief Requested).

13. The Applicant, upon the grant of the Relief Requested, will no longer be a reporting issuer 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 offerings its securities to the public for the purpose of the OBCA.

DATED this 24th day of October, 2014.

"Sarah B. Kavanagh"
Commissioner
Ontario Securities Commission
 
"Judith N. Robertson"
Commissioner
Ontario Securities Commission