Allana Potash Corp. – 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).
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 ALLANA POTASH CORP. (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 representing to the Commission that:
1. The Applicant is an "offering corporation" as defined in the OBCA, and has an authorized capital consisting of an unlimited number of common shares (the Allana Shares).
2. The head office of the Applicant is located at 181 Bay Street, Suite 4400, Toronto, Ontario, M5J 2T3.
3. On June 22, 2015, Israel Chemicals Ltd. (ICL), through its indirect wholly-owned subsidiary, 2458101 Ontario Inc., completed the acquisition of the Applicant by way of a court-approved plan of arrangement under section 182 of the OBCA, pursuant to which ICL acquired 274,713,517 Allana Shares which, together with the 53,191,489 Allana Shares already held by ICL and its affiliates, represent 100% of the issued and outstanding Allana Shares.
4. The Allana Shares were delisted from the Toronto Stock Exchange, effective as of the close of trading on June 24, 2015.
5. The outstanding securities of the Applicant, 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.
6. No securities of the Applicant, including debt securities, are traded in Canada or another country on a market place 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.
7. Pursuant to British Columbia Instrument 11-502 Voluntary Surrender of Reporting Issuer Status, the British Columbia Securities Commission confirmed the Applicant's non-reporting issuer status in British Columbia effective July 6, 2015.
8. The Applicant has no intention to seek public financing by way of an offering of securities.
9. On June 22, 2015, the Applicant made an application to the Commission, as principal regulator on behalf of the securities regulatory authorities in the jurisdictions in Canada in which it was a reporting issuer (the Jurisdictions), for a decision that the Applicant is not a reporting issuer (the Reporting Issuer Relief Requested).
10. The Reporting Issuer Relief Requested was granted on July 15, 2015. As a result, the Applicant is not a reporting issuer in any jurisdiction of Canada.
11. The Applicant is currently not in default of any securities legislation in the Jurisdictions.
AND UPON the Commission being satisfied that 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 17th day of July, 2015