Dominion Citrus Limited – s. 1(6) of the OBCA
Headnote
Applicant deemed to have ceased to be offering its securities to the public under the Business Corporations Act (Ontario).
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, R.S.O. 1990, c. B.16, AS AMENDED (the OBCA) AND IN THE MATTER OF DOMINION CITRUS LIMITED (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 having represented to the Commission that:
1. The Applicant is an "offering corporation" as defined in subsection 1(1) of the OBCA, and has an authorized capital consisting of an unlimited number of common shares (the Common Shares), and an unlimited number of preference shares issuable in series (the Preference Shares), of which 20,475,845 Common Shares and no Preference Shares are issued and outstanding as of the date hereof.
2. On January 1, 2006, Dominion Citrus Limited (Old Dominion), a predecessor by amalgamation of the Applicant, issued to Dominion Citrus Income Fund interest-bearing participating notes (the Participating Notes) in the principal amount of $19,258,000 pursuant to an indenture dated December 31, 2005 with Computershare Trust Company of Canada, such indenture being amended on December 15, 2009 to reduce the interest rate and provide security over assets.
3. The Applicant's head office is located at 165 The Queensway, Suite 302, Toronto, Ontario, M8Y 1H8.
4. The Common Shares were listed for trading on the Toronto Stock Exchange (TSX) from March 7, 2001 to January 1, 2006, at which time all of the Common Shares were acquired by Dominion Citrus Income Fund.
5. The Preference Shares were listed for trading on the TSX from March 12, 2003 to February 18, 2016, at which time the Preference Shares were de-listed for failure to meet minimum listing requirements.
6. The Participating Notes have never been listed for trading on any stock exchange or stock quotation platform.
7. On July 29, 2016, Dominion Holding Corporation, the parent company of the Applicant, acquired all of the Participating Notes and all of the Common Shares from Dominion Citrus Income Fund.
8. On November 28, 2017, a special meeting of the shareholders of Old Dominion was held, at which a special resolution was passed approving (i) the acquisition by Dominion Subco Inc. (Subco) of all of the 1,021,150 issued and outstanding Series A Preference Shares in the capital of Old Dominion and (ii) the amalgamation of Old Dominion and Subco to continue as the Applicant (collectively, the Arrangement).
9. The Arrangement was approved by a final court order of the Ontario Superior Court of Justice (Commercial List) on November 30, 2017.
10. The Arrangement was completed effective as of December 31, 2017 upon filing of Articles of Arrangement certified by the Ministry of Government Services on December 31, 2017.
11. As a result of the Arrangement, all of the issued and outstanding Preference Shares were cancelled.
12. The Applicant has no outstanding securities including debt securities, other than the Common Shares and the Participating Notes.
13. As of the date of this decision, all of the outstanding Common Shares and all of the outstanding Participating Notes are owned by Dominion Holding Corporation.
14. The Applicant has no intention to seek public financing by way of an offering of securities.
15. On February 13, 2018, the Applicant was granted an order pursuant to subclause 1(10)(a)(ii) of the Securities Act (Ontario) that it is not a reporting issuer in Ontario and is not a reporting issuer or the equivalent in any other jurisdiction of Canada in accordance with the simplified procedure set out in National Policy 11-206 Process for Cease to be a Reporting Issuer Applications.
AND UPON the Commission being satisfied that to grant this order would not be prejudicial to the public interest;
IT IS ORDERED by the Commission pursuant to subsection 1(6) of the OBCA, that the Applicant is deemed to have ceased to be offering its securities to the public.
DATED at Toronto, Ontario on this 9th day of March, 2018.