Section 144 of the Securities Act (Ontario) -- Application for revocation of cease trade order -- issuer subject to cease trade order as a result of failure to file interim financial statements and certificates -- issuer is also seeking to cease to be a reporting issuer in all jurisdictions of Canada in which it is currently a reporting issuer -- full revocation granted effective as of the date the issuer is determined to not be a reporting issuer.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., ss. 1(10)(a)(ii) and 144.
IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (THE LEGISLATION) AND IN THE MATTER OF ESPIAL GROUP INC.
Espial Group Inc. (the Issuer) is subject to a failure-to-file cease trade order (the FFCTO) issued by the Ontario Securities Commission (the Decision Maker) on September 5, 2019.
The Issuer has applied to the Decision Maker under National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions (NP 11-207) for an order revoking the FFCTO.
This order is effective in each jurisdiction of Canada that has a statutory reciprocal order provision, subject to the terms of the local securities legislation.
Terms defined in National Instrument 14-101 Definitions, or in NP 11-207 have the same meaning if used in this order, unless otherwise defined.
This decision is based on the following facts represented by the Issuer:
1. The Issuer was incorporated on April 25, 1997 under the Canada Business Corporations Act (the CBCA).
2. The Issuer is a reporting issuer under the securities legislation of each of the provinces and territories of Canada (the Jurisdictions).
3. The head office of the Issuer is in the Province of Ontario.
4. All of the Issuer'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 Plan of Arrangement was effective on May 24, 2019.
5. The Applicant does not have any securities issued or outstanding other than the Shares.
6. At all times since the effective time of the Plan of Arrangement, the Acquiror has been the sole securityholder of the Issuer.
7. The Shares were delisted from the Toronto Stock Exchange on May 28, 2019, following completion of the Plan of Arrangement.
8. The Issuer filed a material change report in respect of the completion of the Plan of Arrangement on May 31, 2019.
9. The FFCTO was issued on September 5, 2019, on the basis that the Issuer had not filed (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, the Outstanding Documents).
10. The Issuer has filed a passport application with the Decision Maker, as principal regulator, for an order pursuant to section 1(10)(a)(ii) of the Legislation to cease to be a reporting issuer in all of the jurisdictions of Canada where it is a reporting issuer (the Cease Reporting Relief).
11. The Issuer expects the Cease Reporting Relief to be granted on the same date as this decision.
12. Upon the grant of the Cease Reporting Relief, the Issuer will not be a reporting issuer in any Jurisdiction.
13. The Issuer is not in default of any requirements of the FFCTO or the applicable securities legislation of any Jurisdiction or the rules and regulations made pursuant thereto, except for the deficiencies that led to the issuance of the FFCTO.
14. All of the continuous disclosure documents required to be filed by the Issuer under applicable securities legislation of each Jurisdiction have been filed with the relevant securities regulatory authority, except for the Outstanding Documents.
15. The Issuer has paid all outstanding participation fees and filing fees owing to the each of the Jurisdictions.
The Decision Maker is satisfied that the order to revoke the FFCTO meets the test set out in the Legislation for the Decision Maker to make the decision.
The decision of the Decision Maker under the Legislation is that the FFCTO is revoked as of the date on which the Issuer ceases to be a reporting issuer under the Legislation.
October 4, 2019