Interinvest Consulting Corporation of Canada Ltd.
Headnote
Application for an order, pursuant to section 147 of the Act, for an exemption from the requirement in section 139 of Regulation 1015 made pursuant to the Act that the Applicant deliver its audited annual financial statements to the Commission by no later than 90 days following the end of its 2008 financial year.
Statute Cited
Securities Act, R.S.O. 1990, c. S.5, as am., s. 147.
Regulation Cited
R.R.O. 1990, Regulation 1015, am. to O. Reg. 500/06, s. 139.
October 17, 2008
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
QUEBEC AND ONTARIO
(the Jurisdictions)
AND
IN THE MATTER OF
THE PROCESS FOR EXEMPTIVE RELIEF
APPLICATIONS IN MULTIPLE JURISDICTIONS
AND
IN THE MATTER OF
INTERINVEST CONSULTING CORPORATION OF CANADA LTD.
(the Filer)
DECISION
Background
The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) that the filing of the annual financial statements of the Filer, together with the auditor's report, be delayed, provided that such documents are filed by October 30, 2008 (the Exemptive Relief Sought).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a coordinated review application):
(a) the Autorité des marchés financiers is the principal regulator for this application, and
(b) the decision is the decision of the principal regulator and evidences the decision of each other Decision Maker.
Interpretation
Terms defined in National Instrument 14-101 Definitions have the same meaning if used in this decision, unless otherwise defined.
Representations
This decision is based on the following facts represented by the Filer:
1. The Filer was founded in Montreal in 1974. The Filer's head office is located in Montréal, Quebec.
2. The Filer is registered as a securities adviser with an unrestricted practice with the principal regulator. The Filer is registered as an extra-provincial investment counsel and portfolio manager with the Ontario Securities Commission.
3. The Filer's financial year-end is June 30.
4. The President of the Filer is a director and owns 20% of the common shares of Interinvest (Bermuda) Limited.
5. By agreement of loan dated July 1, 2004, Interinvest (Bermuda) Limited lended the sum of $8,549,658.00 to Interinvest (the Loan).
6. On June 30, 2008, the Filer and Interinvest (Bermuda) Limited agreed to extend the term of repayment of the Loan and all interest accrued on that date until June 30, 2011, the whole without novation or derogation from the terms and conditions of the original Loan other than the new term of repayment. The repayment of the Loan is subordinated to the repayment of other creditors.
7. The Filer may, with the authorization of the principal regulator, borrow funds, provided that their repayment is subordinated to the repayment of other creditors. The Filer did not request the authorization of the principal regulator at the time the loan was made. The application and necessary documents to obtain the authorization were filed with the principal regulator thereafter. A hearing is scheduled for October 24, 2008 in order to determine whether an administrative penalty should be imposed.
8. The Filer is in the process of obtaining the required authorization from the principal regulator. Since the Loan has not been authorized by the principal regulator yet, the Filer is not in a position to have its annual financial statements for the June 30, 2008 year end finalized. The Filer's annual financial statements were due on September 30, 2008. The extension of the term of repayment of the Loan, if approved by the principal regulator, must be incorporated into the Filer's annual financial statements for the period ended June 30, 2008.
9. The Filer requested a 30-day extension period for the filing of its annual financial statements, together with the auditor's report in order to obtain the authorization of the principal regulator with respect to the Loan.
10. Subject to paragraph 8 above, the Filer is not in default with the securities legislation in any jurisdiction.
Decision
Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.
The decision of the Decision Makers under the Legislation is that the Exemptive Relief Sought is granted provided that the annual financial statements of the Filer, together with the auditor's report, is filed by October 30, 2008.