Cable Satisfaction International Inc. - MRRS Decision
Headnote
Mutual Reliance Review System For Exemptive Relief Applications -- Section 83 of Securities Act (Ontario) - Common shares of the issuer are beneficially owned, directly or indirectly, by less than 15 securityholders in each of the jurisdictions in Canada and less than 51 securityholders in total in Canada - Issuer deemed to have ceased to be a reporting issuer under applicable securities laws.
Applicable Ontario Statutory Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., s. 83.
Translation
November 24, 2006
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ALBERTA, SASKATCHEWAN, MANITOBA, ONTARIO,
QUEBEC, NOVA SCOTIA, NEW BRUNSWICK AND
NEWFOUNDLAND AND LABRADOR
(the Jurisdictions)
AND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF
CABLE SATISFACTION INTERNATIONAL INC. (THE FILER)
MRRS DECISION DOCUMENT
Background
The securities regulatory authority or regulator (the "Decision Maker") in each of Jurisdictions has received an application from the Filer that the Filer be deemed to have ceased to be a reporting issuer or the Filer's status as a reporting issuer be revoked, as applicable, in each Jurisdiction;
Under the Mutual Reliance Review System for Exemptive Relief Applications:
(a) the Autorité des marchés financiers (Québec) is the principal regulator for this application; and
(b) this MRRS decision document evidences the decision of each Decision Maker.
Interpretation
Unless otherwise defined, the terms herein have the meanings set out in National Instrument 14-101 -- Definitions.
Representations
The decision is based on the following facts represented by the Filer:
1. The Filer was incorporated under the provisions of the Canada Business Corporations Act on June 30, 1996.
2. The Filer's head office was located in Québec until August 1, 2006.
3. The Filer is a reporting issuer in each of the Jurisdictions.
4. The subordinate voting shares of the Filer were listed for trading on the Toronto Stock Exchange in 1996. The subordinate voting shares were delisted on June 2, 2006 in advance of the implementation of the plan of reorganization and arrangement of the Filer described below.
5. On August 1, 2006, the second amended and restated plan of reorganization and arrangement of the Filer dated March 16, 2004 under the Companies Creditors' Arrangement Act (Canada), which was unanimously approved by the creditors of the Filer on March 16, 2004 and sanctioned and ratified by the Superior Court of the Province of Québec on March 19, 2004 (the "Plan"), was implemented. Upon the implementation of the Plan, the following, among other things, occurred:
(a) all of the subordinated voting shares of the Filer were cancelled and the holders of such shares did not receive a distribution under the Plan; and
(b) newly-created common shares and rights of the Filer were issued in exchange for the compromise, settlement and payment of the claims of affected creditors under the Plan; and
(c) newly-created common shares of the Filer were issued to a new investor.
6. Immediately after the implementation of the Plan, the Filer sold its only asset, the shares of its wholly-owned subsidiary, Cabovisão -- Televisão por Cabo, S.A. ("Cabovisão"), to an arm's length third party. On September 22, 2006, the Filer distributed substantially all of the proceeds from such sale to its shareholders as a return of capital (as approved by the Filer's shareholders at a special shareholder meeting held for that purpose on September 7, 2006).
7. As of the date hereof, the Filer has no operating business and it intends to continue to exist only until October 2007 so that it may receive an additional payment that may become payable by the purchaser of the shares of Cabovisão to the Filer in certain circumstances on or before September 30, 2007. If this additional payment is made, the Filer will distribute the amount received by it to its shareholders and will wind down its affairs in a tax efficient manner.
8. Other than the newly-created common shares of the Filer, the Filer has no securities (including debt securities) outstanding. The Filer does not intend to distribute any securities to the public in the future.
9. Based on the results of recent searches conducted by the Filer's transfer agent, the newly-created common shares of the Filer are beneficially owned, directly or indirectly, by less than 15 securityholders in each of the Jurisdictions in Canada and less than 51 securityholders in total in Canada.
10. The Applicant surrendered its status as a reporting issuer under the Securities Act (British Columbia) pursuant to BC Instrument 11-502 Voluntary Surrender of Reporting Issuer Status as of September 28, 2006.
11. The Filer is in default of its obligations under the Legislation as it has not (a) paid any fees required to be paid to certain of the Decision Makers where applicable, or (b) prepared or filed any of the public disclosure documents required to be filed under National Instrument 51-102 -- Continuous Disclosure Requirements and Multilateral Instrument 52-109 -- Certification of Disclosure in Issuers' Annual and Interim Filings since June 27, 2003, including the consolidated financial statements of the Filer and related management's discussion and analysis for each of the annual and interim periods ended during such time.
Decision
Each of the Decision Makers is satisfied that the test contained in the Legislation that provides each Decision Maker with the jurisdiction to make the decision has been met.
The decision of the Decision Makers pursuant to the Legislation is that the Filer be deemed to have ceased to be a reporting issuer or the Filer's status as a reporting issuer be revoked, as applicable, in each Jurisdiction.