Alignvest Acquisition II Corporation – s. 4(b) of Ont. Reg. 289/00 under the OBCA

Headnote

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Companies Act 1981 of Bermuda.

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181.
Securities Act, R.S.O. 1990, c. S.5, as am.

Regulations Cited

Regulation made under the Business Corporations Act, Ont. Reg. 289/00, as am., s. 4(b).

IN THE MATTER OF
R.R.O. 1990, REGULATION 289/00, AS AMENDED
(the “Regulation”)

MADE UNDER THE BUSINESS CORPORATIONS ACT (ONTARIO),
R.S.O. 1990, c. B.16, AS AMENDED
(the “OBCA”)

AND

IN THE MATTER OF
ALIGNVEST ACQUISITION II CORPORATION
(the “Applicant”)

CONSENT
(Subsection 4(b) of the Regulation)

                UPON the application (the “Application”) of the Applicant to the Ontario Securities Commission (the “Commission”) requesting the Commission’s consent to the Applicant continuing in another jurisdiction pursuant to section 181 of the OBCA (the “Continuance”);

                AND UPON considering the Application and the recommendation of staff of the Commission;

                AND UPON the Applicant having represented to the Commission that:

1.             The Applicant is an offering corporation under the OBCA. The Applicant is a “special purpose acquisition corporation” under Part X of the Toronto Stock Exchange (“TSX”) Company Manual.

2.             The Applicant’s authorized share capital currently consists of Class A restricted voting shares (each, a “Class A Share”), Class B shares (each, a “Class B Share”) and common shares (each, a “Common Share”). In addition, warrants are outstanding which are exercisable, beginning 30 days after completion of a “qualifying acquisition” by the Applicant, to acquire one Common Share (each, a “Warrant”). As at the close of business on August 16, 2019, there were 1,235,472 Class A Shares outstanding, 12,887,500 Class B Shares outstanding and 31,175,000 Warrants outstanding.

3.             The Class A Shares and the Warrants are listed on the TSX under the symbols “AQY.A” and “AQY.WT”, respectively. The Class B Shares are not listed on the TSX or any other marketplace.

4.             The Applicant intends to apply to the Director pursuant to section 181 of the OBCA (the “Application for Continuance”) for authorization to continue as a company under the Companies Act 1981 of Bermuda (“BCA”).

5.             The BCA permits foreign jurisdiction corporations to continue under the laws of Bermuda.

6.             The Application for Continuance is proposed to be made for the purposes of tax efficiency for the shareholders of the Applicant, as a significant number of shareholders will be resident outside of Canada following the completion of the transactions contemplated in the arrangement agreement entered into by the Applicant on November 27, 2018 with Sagicor Financial Corporation Limited (“Sagicor”) providing for the potential acquisition by the Applicant of all of the issued and outstanding shares in the capital of Sagicor. Sagicor is incorporated under the BCA.

7.             Certain of the material rights, duties and obligations of a corporation governed by the BCA are different from those of a corporation governed by the OBCA. The material differences were disclosed to the Applicant’s shareholders in the management information circular dated February 7, 2019 (as amended on April 26, 2019, the “Circular”) in respect of the Applicant’s special meeting of shareholders held on May 23, 2019 (the “Meeting”). The proposed by-laws of the Applicant following the Continuance are expected to incorporate certain fundamental requirements imposed on non-Canadian corporations by the TSX.

8.             The Applicant is a reporting issuer under the Securities Act, R.S.O. 1990, c. S.5, as amended (the “Act”) and the securities legislation of each of the other provinces and territories of Canada (other than Québec) (collectively, the “Legislation”) and will remain a reporting issuer in these jurisdictions following the Continuance.

9.             The Applicant’s head office is expected to be located at Cecil F De Caires Building, Wildey, St. Michael, Barbados.

10.          The Applicant is not in default of any of the provisions of (i) the OBCA, the Act or the Legislation, including any of the rules or regulations made thereunder; and (ii) any of the rules, regulations or policies of the TSX.

11.          Other than the proposed Continuance and the related plan of arrangement in connection with the acquisition of Sagicor, the Applicant is not subject to any proceeding under the OBCA, the Act or Legislation.

12.          Following the Continuance, the Commission will remain the Applicant’s principal regulator.

13.          As the Applicant does not intend to maintain a corporate office in Canada subsequent to the Continuance, the Applicant has provided an undertaking (the “Undertaking”) to the Commission that it will complete and file an "Issuer Form of Submission to Jurisdiction and Appointment of Agent for Service of Process" in the form of Schedule "A" thereto (the “Submission to Jurisdiction Form”) with the Commission through the System for Electronic Document Analysis and Retrieval (SEDAR) promptly following the effective date of the Continuance. The Undertaking also provides that the Applicant will maintain and update the information contained in the Submission to Jurisdiction Form, or furnish a new Submission to Jurisdiction Form, in accordance with the provisions contained therein. The form of Undertaking provided to the Commission is attached as Appendix A.

14.          The Circular disclosed the reasons for, and the implications of, the proposed Continuance. The Applicant’s shareholders had the right to dissent with respect to the proposed Continuance pursuant to section 185 of the OBCA, and the Circular disclosed particulars of this right in accordance with applicable law.

15.          The Continuance was approved at the Meeting by 92% of the votes cast by the shareholders of the Applicant. No shareholders exercised dissent rights under section 185 of the OBCA.

16.          In connection with the Continuance, the Applicant intends to change its name to Sagicor Financial Company Ltd.

17.          Subsection 4(b) of the Regulation requires the Application for Continuance to be accompanied by a consent from the Commission.

18.          Upon receipt of the consent to continue from the Commission, the Applicant will continue under the BCA, with a planned effective date in the fourth quarter of 2019.

                AND UPON the Commission being satisfied that to do so is not prejudicial to the public interest;

                THE COMMISSION CONSENTS to the continuance of the Applicant as a corporation under BCA.

                DATED at Toronto, Ontario on this 22nd day of August, 2019.

“Heather Zordel”
Ontario Securities Commission

“Craig Hayman”
Ontario Securities Commission

APPENDIX A – FORM OF UNDERTAKING

To:          Ontario Securities Commission (the “Commission”)

Re:         Alignvest Acquisition II Corporation (to be renamed “Sagicor Financial Company Ltd.”) (the “Applicant”)

Application for consent from the Commission to continue to another jurisdiction pursuant to subsection 4(b) of R.R.O. 1990, Regulation 289/00, as amended (the "Regulation"), made under the Business Corporations Act (Ontario), R.S.O. 1990, c. B.16, as amended (the “Application”)

The Applicant hereby undertakes that it will complete and file an “Issuer Form of Submission to Jurisdiction and Appointment of Agent for Service of Process” in the form of Schedule “A” hereto (the “Submission to Jurisdiction Form”) with the Commission through the System for Electronic Document Analysis and Retrieval (SEDAR) promptly following the effective date of the Continuance.

The Applicant hereby further undertakes that it will maintain and update the information contained in the Submission to Jurisdiction Form, or furnish a new Submission to Jurisdiction Form, in accordance with the provisions contained therein.

Dated: __________________, 2019

Alignvest Acquisition II Corporation

________________________________

By: Sanjil Shah
Title: Chief Financial Officer

Schedule A

Issuer Form of Submission to Jurisdiction and Appointment of Agent for Service of Process

1.             Name of issuer (the “Issuer”):

Sagicor Financial Company Ltd.

________________________________________________________________________________

2.             Jurisdiction of incorporation, or equivalent, of Issuer:

Bermuda

________________________________________________________________________________

3.             Address of principal place of business of Issuer:

Cecil F De Caires Building
Wildey, St. Michael, Barbados

________________________________________________________________________________

4.             Description of securities (the “Securities”):

Common Shares
Warrants to purchase Common Shares

________________________________________________________________________________

5.             Name of agent for service of process (the “Agent”):

152928 Canada Inc.

________________________________________________________________________________

6.             Address for service of process of Agent in Canada (the address may be anywhere in Canada):

5300 Commerce Court West, 199 Bay St, Toronto, Ontario, Canada, M5L 1B9

________________________________________________________________________________

7.             The Issuer designates and appoints the Agent at the address of the Agent stated above as its agent upon whom may be served any notice, pleading, subpoena, summons or other process in any action, investigation or administrative, criminal, quasi-criminal, penal or other proceeding (the “Proceeding”) arising out of, relating to or concerning the obligations of the Issuer as a reporting issuer, and irrevocably waives any right to raise as a defence in any such Proceeding any alleged lack of jurisdiction to bring such Proceeding.

8.             The Issuer irrevocably and unconditionally submits to the non-exclusive jurisdiction of

(a)           the judicial, quasi-judicial and administrative tribunals of each of the provinces and territories of Canada in which the securities have been distributed; and

(b)           any administrative proceeding in any such province or territory,

in any Proceeding arising out of or related to or concerning the obligations of the issuer as a reporting issuer.

9.             Until six years after it has ceased to be a reporting issuer in any Canadian province or territory, the Issuer shall file a new submission to jurisdiction and appointment of agent for service of process in this form at least 30 days before termination of this submission to jurisdiction and appointment of agent for service of process.

10.          Until six years after it has ceased to be a reporting issuer in any Canadian province or territory, the Issuer shall file an amended submission to jurisdiction and appointment of agent for service of process at least 30 days before any change in the name or above address of the Agent.

11.          This submission to jurisdiction and appointment of agent for service of process shall be governed by and construed in accordance with the laws of Ontario.

Dated: ________________, 2019

AGENT

The undersigned accepts the appointment as agent for service of process of Sagicor Financial Company Ltd. under the terms and conditions of the appointment of agent for service of process stated above.

Dated: _______________________, 2019