Securities Law & Instruments

Headnote

National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- Application to cease to be a reporting issuer under applicable securities laws. -- The issuer is not an OTC reporting issuer; the securities of the issuer are beneficially owned by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders worldwide; no securities of the issuer are traded on a market in Canada or another country; the issuer is not in default of securities legislation except it has not filed certain continuous disclosure documents.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).

October 4, 2019

IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (THE JURISDICTION) AND IN THE MATTER OF THE PROCESS FOR CEASE TO BE A REPORTING ISSUER APPLICATIONS AND IN THE MATTER OF ESPIAL GROUP INC. (THE FILER)

ORDER

Background

The securities regulator in the Jurisdiction has received an application from the Filer for an order under the securities legislation of the Jurisdiction (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Relief Sought).

Under the Process for Cease to be a Reporting Issuer Applications (for a passport application):

(a) the Ontario Securities Commission (OSC) is the principal regulator for this application, and

(b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, Québec, New Brunswick, Nova Scotia, Newfoundland and Labrador, Prince Edward Island, the Northwest Territories, Yukon and Nunavut.

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.

Representations

This order is based on the following facts represented by the Filer:

1. The Filer is a corporation existing under the Canada Business Corporations Act (the CBCA).

2. The head office of the Filer is in the Province of Ontario.

3. The Filer is a reporting issuer under the securities legislation of each of the provinces and territories of Canada.

4. All of the Filer's outstanding common shares (the Shares) were acquired by a wholly-owned subsidiary (the Acquiror) of Enghouse Systems Limited (Enghouse), a reporting issuer in Ontario, British Columbia, Alberta, Saskatchewan, Manitoba and Québec, pursuant to a plan of arrangement under the provisions of the CBCA (the Plan of Arrangement). The Applicant does not have any securities issued or outstanding other than the Shares. The Plan of Arrangement was effective on May 24, 2019.

5. At all times since the effective time of the Plan of Arrangement, the Acquiror has been the sole securityholder of the Filer.

6. The Shares were delisted from the Toronto Stock Exchange on May 28, 2019, following completion of the Plan of Arrangement.

7. The Filer does not intend to seek financing by way of a public or private offering of its securities in Canada or elsewhere.

8. The Filer is subject to a failure-to-file cease trade order (FFCTO) issued by the OSC on September 5, 2019, and effective in each other jurisdiction in which Multilateral Instrument 11-103 Failure-to-File Cease Trade Orders in Multiple Jurisdictions applies, and in each jurisdiction that has a statutory reciprocal order provision.

9. The FFCTO was issued on the basis that the Filer had not filed the following: (a) interim financial statements for the period ended June 30, 2019; (b) management's discussion and analysis relating to the interim financial statements for the period ended June 30, 2019; and (c) certification of the foregoing filings as required by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (collectively, Outstanding Documents).

10. The Filer has concurrently filed an application (the FFCTO Application) with the OSC under National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions (NP 11-207), for an order (the FFCTO Relief) pursuant to Section 144 of the Legislation revoking the FFCTO without requiring the Filer to file the Outstanding Documents, to be effective on the same date as the Relief Sought.

11. The Filer is not in default of any requirements of the FFCTO or the applicable securities legislation of any jurisdiction in Canada or the rules and regulations made pursuant thereto, except for the deficiencies that led to the issuance of the FFCTO.

12. But for the fact that the Filer is subject to the FFCTO as a result of failing to file the Outstanding Documents, which were due to be filed after the completion of the Plan of Arrangement, the Filer would be eligible to use the "simplified procedure" under NP 11-206.

13. The Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 -- Issuers Quoted in the U.S. Over-the-Counter Markets.

14. The outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide.

15. No securities of the Filer, 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.

Order

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that the Relief Sought is granted.

"Mary Anne De Monte-Whelan"
Part-time Commissioner
Ontario Securities Commission
"Lawrence Haber"
Commissioner
Ontario Securities Commission