Big 8 Split Inc. – s. 1(6) of the OBCA

Order

Headnote

Applicant deemed to have ceased to be offering its securities to the public under the OBCA – issuer in default of securities legislation – relief granted.

Statutes Cited

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
BIG 8 SPLIT INC.
(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 that it 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.             on December 14, 2018, all of the issued and outstanding Class D Capital Shares (Capital Shares) and Class D Preferred Shares (Preferred Shares) were redeemed (the Redemption);

3.             following the Redemption, the only issued and outstanding shares of the Applicant are Class E Shares now owned by Big 8 Split Trust, and no other shares are currently issued and outstanding;

4.             the Applicant has no intention to seek public financing by way of an offering of securities; and

5.             on April 30, 2018, 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

6.             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 to do so would not be prejudicial to the public interest;

IT IS ORDERED that the Applicant is deemed to have ceased to be offering its securities to the public.

DATED at Toronto on May 5, 2019.

“Heather Zordel”
Commissioner
Ontario Securities Commission

“Lawrence P. Haber”
Commissioner
Ontario Securities Commission