Artaflex Inc. -- s. 1(6) of the OBCA
Headnote
Filer 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
ARTAFLEX INC.
(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.
2. The head office of the Applicant is located at 96 Steelcase Road, Markham, Ontario L3R 3J9.
3. Pursuant to articles of amendment made effective April 26, 2013, the Applicant effected a share consolidation of its common shares on the basis of one post-consolidation share for each 2,500,000 pre-consolidated common shares (the Consolidation). The Consolidation has resulted in all of the shareholders of the Applicant (except Artaflex Holdings Inc. (AHI)) holding a fractional interest in the post-consolidated common shares of the Applicant.
4. As fractional common shares will not be issued, each shareholder of the Applicant will receive $0.05 in cash for each pre-consolidated common share held immediately prior to the Consolidation. AHI is now the sole shareholder of the Applicant holding approximately four common shares.
5. The common shares of the Applicant were delisted from the TSX Venture Exchange effective at the close of business on April 29, 2013.
6. The outstanding securities of the Applicant, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 security holders in each of the jurisdictions in Canada and fewer than 51 security holders in total in Canada.
7. No securities of the Applicant are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation.
8. The Voluntary Surrender of Reporting Issuer Status was issued by the British Colombia on May 11, 2013. The Applicant has applied for an order that it is not a reporting issuer in Ontario pursuant to subclause 1(10)(a)(ii) of the Securities Act (Ontario) in accordance with the simplified procedure set out in CSA Staff Notice 12-703 Applications for a Decision that an Issuer is not a Reporting Issuer and is not a reporting issuer, or the equivalent, in any other jurisdiction in Canada (the Reporting Issuer Relief).
9. The Applicant is not in default of any of its obligations under the securities legislation of any of the jurisdictions in Canada which it is currently a reporting issuer (Alberta, Ontario and Quebec).
10. The Applicant has no intention to seek public financing by way of an offering of securities.
11. Upon the grant of the Reporting Issuer Relief, the Applicant will not be a reporting issuer or equivalent in any jurisdiction of Canada.
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 this 31st day of May, 2013