Relief Granted under Subsection 1(6) of the Business Corporations Act (Ontario) for a split-share corporation to be deemed to have ceased to be offering securities to the public -- relief not subject to conditions.
Business Corporations Act (Ontario), R.S.O. 1990, c. B.16, 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 BNS SPLIT CORP. II (the Applicant)
ORDER (Subsection 1(6) of the OBCA)
WHEREAS the Applicant has applied 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 WHEREAS the Applicant has represented to the Commission that:
1. the Applicant is an "offering corporation" as defined in the OBCA;
2. the Applicant's registered address is located at 150 King Street West, 18th Floor, Box 4085, Station A, Toronto, Ontario, M5W 2X6;
3. the issued and outstanding Class A Capital Shares ("Capital Shares") and Class B Preferred Shares, Series 2 ("Preferred Shares") of the Applicant were redeemed on September 22, 2020;
4. following the redemption, the only issued and outstanding shares are now owned by BNS Split II Holdings Corp. (Class J Shares) and Scotia Managed Companies Administration Inc. (Class S Shares), and no other shares are currently issued and outstanding;
5. the Applicant's Capital Shares and Preferred Shares were de-listed from the TSX effective the close of trading on September 22, 2020;
6. the Applicant has no intention to seek public financing by way of an offering of securities;
7. on November 3, 2020 the Commission granted an application under National Policy 11-206 Process for Cease to be a Reporting Issuer Applications and ordered, pursuant to subclause 1(10) (a) (ii) of the Securities Act (Ontario) that the Applicant is not a reporting issuer; and
8. as a result of the Commission's order, the Applicant is not a reporting issuer or the equivalent in any jurisdiction of Canada.
AND WHEREAS the Commission being satisfied that to do so would not be prejudicial to the public interest;
IT IS ORDERED by the Commission pursuant to subsection 1(6) of the OBCA, that the Filer is deemed to have ceased to be offering its securities to the public.
DATED at Toronto on November 6, 2020.