Big Bank Big Oil Split Corp. -- s. 158(1.1) of the OBCA
Headnote
Order pursuant to section 158(1.1) of the Business Corporations Act (Ontario) that an offering corporation is permitted to dispense with its audit committee -- Issuer is an investment fund -- Issuer not required to have an audit committee under securities laws.
Applicable Legislative Provisions
Business Corporations Act, R.S.O. 1990, c. B.16, s. 158(1.1).
National Instrument 52-110 Audit Committees.
National Instrument 81-106 Investment Fund Continuous Disclosure.
National Instrument 81-107 Independent Review Committee for Investment Funds.
May 24, 2013
IN THE MATTER OF
THE BUSINESS CORPORATIONS ACT,
R.S.O. 1990, CHAPTER B. 16, AS AMENDED
(the “OBCA”)
AND
IN THE MATTER OF
BIG BANK BIG OIL SPLIT CORP.
ORDER
(Subsection 158(1.1) of the OBCA)
UPON the application of Big Bank Big Oil Split Corp. (the "Applicant") to the Ontario Securities Commission (the "Commission") for an order pursuant to subsection 158(1.1) of the OBCA for a determination that the Applicant be authorized to dispense with an audit committee;
AND UPON considering the application and the recommendation of staff of the Commission;
AND UPON the Applicant having represented to the Commission that:
1. The Applicant is a mutual fund corporation incorporated under the OBCA pursuant to articles of incorporation dated April 27, 2006, as amended on May 30, 2006, May 21, 2010 and September 18, 2012, and is a reporting issuer in all provinces and territories of Canada.
2. The Applicant is authorized to issue an unlimited number of Class J Shares, Class A Preferred Shares, Class A Capital Shares, Class B Preferred Shares (issuable in series) and Class B Capital Shares (issuable in series).
3. On June 16, 2006, pursuant to a prospectus dated May 26, 2006, the Applicant issued 2,720,000 Class A Preferred Shares and 2,720,000 Class A Capital Shares. On September 29, 2011, pursuant to a prospectus dated September 22, 2011, the Applicant issued a further 1,546,550 Class A Preferred Shares and 1,546,550 Class A Capital Shares.
4. The Class A Preferred Shares and Class A Capital Shares of the Applicant are listed on the Toronto Stock Exchange under the ticker symbols BBO.PR.A and BBO, respectively.
5. As of April 22, 2013, 3,104,991 Class A Preferred Shares and 3,104,991 Class A Capital Shares of the Applicant were issued and outstanding.
6. BlackRock Asset Management Canada Limited ("BlackRock Canada") is the manager of the Applicant pursuant to a management agreement between BlackRock Canada and the Applicant. BlackRock Canada is a corporation incorporated under the laws of the Province of Ontario.
7. BlackRock Canada is a registered portfolio manager, exempt market dealer and investment fund manager in each of the provinces and territories of Canada.
8. Neither the Applicant nor BlackRock Canada is in default of the applicable securities legislation of any province or territory of Canada.
9. The Applicant is an investment fund under applicable securities legislation.
10. National Instrument 52-110 Audit Committees does not apply to reporting issuers that are investment funds.
11. The Applicant is subject to the investment fund specific continuous disclosure and conflict of interest rules found in National Instrument 81-106 Investment Fund Continuous Disclosure and National Instrument 81-107 Independent Review Committee for Investment Funds.
AND UPON the Commission being satisfied that to do so would not be prejudicial to the Applicant's shareholders,
IT IS ORDERED, pursuant to subsection 158(1.1) of the OBCA, that the Applicant is authorized to dispense with an audit committee for so long as applicable securities legislation does not require the Applicant to have an audit committee.