Dentalcorp Holdings Ltd.
Headnote
Director's consent, pursuant to subsection 58(5) of the Securities Act (Ontario) that a promoter not sign a promoter certificate in the well-known seasoned issuer's short form base shelf prospectus.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., ss. 58(1), 58(5).
November 14, 2024
IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (the Jurisdiction) AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF DENTALCORP HOLDINGS LTD. (the Filer)
CONSENT
Background
The principal regulator in the Jurisdiction has received an application (the Application) from the Filer, pursuant to subsection 58(5) of the Securities Act (Ontario) (the Act), for the consent of the Director to Graham Rosenberg (Mr. Rosenberg) not signing a certificate of a promoter (a Promoter Certificate), as required under subsection 58(1) of the Act, section 5.11 of National Instrument 41-101 General Prospectus Requirements and the corresponding requirement in section 5.5 of National Instrument 44-102 Shelf Distributions (NI 44-102) (the Consent), in connection with the filing by the Filer of a short form base shelf prospectus (the Shelf Prospectus) pursuant to Ontario Instrument 44-501 Exemption from Certain Prospectus Requirements for Well-known Seasoned Issuers (Interim Class Order), as extended by OSC Rule 44-502 Extension to Ontario Instrument 44-501 Certain Prospectus Requirements for Well-Known Seasoned Issuers (WKSI Blanket Order), any prospectus supplements thereto and any amendments thereto, as applicable (collectively, the Prospectuses).
Furthermore, the principal regulator in the Jurisdiction has received a request from the Filer for a decision that the Application, any supporting materials and this decision document in connection with the subject matter herein (Confidential Material) be kept confidential and not be made public until the Filer publicly files the Shelf Prospectus.
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(i) the Ontario Securities Commission is the principal regulator (the Principal Regulator) for this Application; and
(ii) the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System is intended to be relied upon in each of British Columbia, Alberta, Québec, Saskatchewan, Manitoba, Nova Scotia, New Brunswick, Prince Edward Island, Newfoundland and Labrador, Yukon, the Northwest Territories and Nunavut.
Representations
This decision is based on the following facts represented by the Filer:
1. The Filer is a corporation incorporated under the Business Corporations Act (British Columbia) with its head office located at 181 Bay Street, Suite 2600, Toronto, Ontario, Canada, M5J 2T3 and registered and records office located at 1133 Melville Street, Suite 3500, The Stack, Vancouver, British Columbia, Canada, V6E 4E5.
2. As of the date hereof, the Filer is a reporting issuer in each of the provinces and territories of Canada, and is not in default of its obligations under the securities laws of any such jurisdictions.
3. The authorized share capital of the Filer consists of (i) an unlimited number of subordinate voting shares, (ii) an unlimited number of multiple voting shares and (iii) an unlimited number of preferred shares, issuable in series. As of November 12, 2024, 181,724,196 subordinate voting shares and 9,183,822 multiple voting shares were issued and outstanding.
4. The Filer's subordinate voting shares are listed on the Toronto Stock Exchange under the symbol "DNTL".
5. The Filer is a consumer healthcare service company and the largest provider of dental services in Canada. The Filer is a mature, well-known and seasoned business and has carried on its business for over 12 years, has acquired over 550 dental practices, has a large number of dentists, auxiliary dental professionals and employees and has significant revenues (in excess of $1.2503 billion in fiscal 2023).
6. Mr. Rosenberg founded the Filer in 2011 and is currently the Chief Executive Officer and a director of the Filer. As of November 12, 2024, Mr. Rosenberg held an approximate 4.8% economic interest in the Filer (representing an approximate 33.6% voting interest).
7. The Filer is eligible to file the Shelf Prospectus pursuant to the terms and conditions of the WKSI Blanket Order.
8. Each applicable Prospectus will be filed in accordance with and comply with the applicable terms and conditions of the WKSI Blanket Order.
9. Staff of the Principal Regulator has notified the Filer that it is currently of the view that Mr. Rosenberg remains a promoter of the Filer within the meaning of applicable securities laws in Canada. Neither the Filer nor Mr. Rosenberg agree or admit that Mr. Rosenberg is a promoter of the Filer.
10. The Filer will include the issuer certificate prescribed by method 1 (as defined in NI 44-102) in its Shelf Prospectus and Mr. Rosenberg will sign the issuer certificate for each of the applicable Prospectuses in his capacity as Chief Executive Officer of the Filer or as a director of the Filer.
Decision
The Director is satisfied that to do so would not be prejudicial to the public interest and provides this Consent, provided that:
(i) the Filer includes disclosure as described in representation 9 above and of the Consent in the Shelf Prospectus;
(ii) representation 7 is true and correct as of the date of the filing of the Shelf Prospectus;
(iii) representations 8 and 10 are true and correct as of the date of each filing of an applicable Prospectus; and
(iv) the Shelf Prospectus is filed on SEDAR+ within 90 days from the date of this Consent.
The further decision of the Director is that the application of the Filer, any supporting materials and this decision document in connection with the subject matter herein be kept confidential and not be made public until the earlier of the date: (i) on which the Filer advises the decision maker that there is no need for the Confidential Material to remain confidential; (ii) on which the Filer receives a receipt in respect of the Shelf Prospectus; and (iii) that is 90 days from the date of this decision.
DATED this 14th day of November, 2024.
OSC File #: 2024/0492