360 Vox Corporation – s. 1(6) of the OBCA
Headnote
Applicant deemed to have ceased to be offering its securities to the public under the OBCA.
Applicable Legislative Provisions
Business Corporations Act, R.S.O. 1990, c. B.16 as am., s. 1(6).
August 9, 2014
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 360 VOX CORPORATION (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 having represented to the Commission that:
1. the Applicant is an "offering corporation" as that term is defined in subsection 1(1) of the OBCA, and has an authorized capital consisting of an unlimited number of class A common shares (the Shares), an unlimited number of class B common shares and an unlimited number of class C common shares. The Applicant has 276,732,441 issued and outstanding Shares and no issued and outstanding class B common shares or class C common shares.
2. The Applicant's registered and head office is located at 2001, rue University -- Bureau 400, Montreal, Quebec, Canada, H3A 2A6.
3. On July 2, 2014, the Applicant completed a court-approved plan of arrangement (the Arrangement) under section 182 of the OBCA; under the Arrangement, among other things:
(a) Dundee Corporation (Dundee) acquired all of the issued and outstanding Shares in the capital of the Applicant that Dundee and its affiliates did not already own, for consideration consisting of 0.01221 of a Class A subordinate voting share in the capital of Dundee for each Share acquired; and
(b) each outstanding option and warrant of the Applicant, other than the Warrants (as defined below), was cancelled.
4. As a result of the Arrangement, the Shares of the Applicant are beneficially owned, directly or indirectly, by Dundee, an institutional security holder headquartered in Ontario.
5. The Applicant also has outstanding:
(a) a Cdn.$700,000 7.5% convertible unsecured subordinated debenture due April 26, 2018, held by one security holder resident in Ontario;
(b) a Cdn. $8,800,000 7.5% convertible unsecured subordinated debenture due April 26, 2018, held by one security holder resident in Ontario ) (together, items (a) and (b), the Debentures);
(c) a Series US 2013 -- W1 Warrant Certificate of the Applicant dated April 26, 2013 representing 1,666,000 share purchase warrants (the Warrants), held by one security holder resident in Ontario; and
(d) 4,200,000 restricted share units (RSUs) granted under the Applicant's long term incentive plan, held by six security holders resident in Quebec (together, items (a), (b), (c), and (d), theOutstanding Securities).
6. As a result of the Arrangement, the Debentures and the Warrants are convertible into Class A subordinate voting shares in the capital of Dundee.
7. Other than the Shares and the Outstanding Securities, the Applicant has no other securities outstanding.
8. As a result of the Arrangement, the Applicant is now a wholly owned subsidiary of Dundee.
9. The Applicant's Shares were delisted from the TSX Venture Exchange effective as of close of trading on July 3, 2014.
10. No securities of the Applicant are traded 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.
11. The outstanding securities of the Applicant, including debt securities, are beneficially owned by fewer than 15 securityholders in each of the jurisdictions in Canada and fewer than 51 security holders in total worldwide.
12. The Applicant does not currently intend to seek public financing by an offering of its securities in Canada.
13. On July 8, 2014, the Applicant made an application to the British Columbia Securities Commission, as principal regulator on behalf of the securities regulatory authorities in the jurisdictions in Canada in which it was a reporting issuer, for a decision that the Applicant is not a reporting issuer (the Reporting Issuer Relief Requested).
14. The Reporting Issuer Relief Requested was granted on July 29, 2014. As a result, the Applicant is not a reporting issuer or equivalent 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 offering its securities to the public for the purpose of the OBCA.
DATED at Toronto on this 9th day of August, 2014.