Just Kitchen Holdings Corp.

Order

Headnote

Multilateral Instrument 11-102 Passport System -- National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- Securities Act, s. 88 -- Cease to be a reporting issuer in BC -- The securities of the issuer are beneficially owned by not more than 50 persons and are not traded through any exchange or market -- The issuer is not an OTC reporting issuer; the securities of the issuer are beneficially owned by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders worldwide; no securities of the issuer are traded on a market in Canada or another country; the issuer is not in default of securities legislation except it has not filed certain continuous disclosure documents.

Applicable Legislative Provisions

Securities Act, R.S.B.C. 1996, c. 418, s. 88.

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).

Citation: 2024 BCSECCOM 124

April 2, 2024

IN THE MATTER OF
THE SECURITIES LEGISLATION OF
BRITISH COLUMBIA AND ONTARIO
(the Jurisdictions)

AND

IN THE MATTER OF
THE PROCESS FOR CEASE TO BE
A REPORTING ISSUER APPLICATIONS

AND

IN THE MATTER OF
JUST KITCHEN HOLDINGS INC.
(the Filer)

ORDER

Background

¶ 1 The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) has received an application from the Filer for an order under the securities legislation of the Jurisdictions (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).

Under the Process for Cease to be a Reporting Issuer Applications (for a dual application):

(a) the British Columbia Securities Commission is the principal regulator for this application;

(b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in Alberta, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Prince Edward Island and Saskatchewan; and

(c) this order is the order of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

¶ 2 Terms defined in National Instrument 14-101 -- Definitions have the same meaning if used in this order, unless otherwise defined.

Representations

¶ 3 This order is based on the following facts represented by the Filer:

1. the Filer is a reporting issuer under the laws of British Columbia, Alberta, Manitoba, Ontario, New Brunswick, Newfoundland and Labrador, Nova Scotia, Prince Edward Island and Saskatchewan;

2. the Filer was incorporated under, and is governed by, the Business Corporations Act (British Columbia) (the BCBCA);

3. the Filer's head office is in Vancouver, British Columbia;

4. pursuant to a statutory plan of arrangement under Division 5 of Part 9 of the BCBCA, effective January 26, 2024 (the Effective Date), JF Investment Co Ltd. (the Purchaser) beneficially acquired all of the issued and outstanding common shares of the Filer (the Filer Shares), all upon the terms and conditions of the previously announced agreement between the Filer and the Purchaser (the Arrangement);

5. pursuant to the Arrangement, shareholders of the Filer (the Shareholders) were provided with the option to elect a cash consideration of CAD $0.09 for each Filer Share (the Cash Consideration) or a certain number of common shares of the Purchaser (the Purchaser Shares);

6. pursuant to the Arrangement, all other securities of the Filer were either cancelled or settled;

7. the Purchaser is a corporation formed pursuant to the laws of Taiwan;

8. under the laws of Taiwan, the Purchaser must obtain certain regulatory approval (Taiwan Regulatory Approval) in order to issue Purchaser Shares to the Shareholders who elected to receive Purchaser Shares (the Electing Shareholders);

9. the Purchaser did not receive the Taiwan Regulatory Approval prior to the Effective Date;

10. the Filer, the Purchaser and the Electing Shareholders executed an agreement (the Waiver) to waive the issuance of the Purchaser Shares to the Electing Shareholders on the Effective Date, in order for the Filer the complete the Arrangement;

11. the Waiver stated that the Electing Shareholders will receive the Purchaser Shares upon the receipt of the Taiwan Regulatory Approval, or failing the receipt of such approval by June 1, 2024, the Electing Shareholders will receive the Cash Consideration as soon as practicable after June 1, 2024;

12. the execution of the Waiver did not impact the closing of the Arrangement on the Effective Date;

13. if the Purchaser defaults on the Cash Consideration to the Electing Shareholders, that default will not impact the Arrangement's status as being completed;

14. the Filer did not receive any complaints from its Shareholders with regard to its application to cease to be a reporting issuer;

15. pursuant to diligent inquiries conducted with the Filer's transfer agent, there are a total of 40 beneficial Electing Shareholders resident in the following jurisdictions:

Jurisdiction of ResidenceNumber of Shareholders
British Columbia4
Hong Kong1
Nassau1
Samoa1
Taiwan26
USA7
Total40

16. immediately upon completion of the Arrangement, the Filer became a wholly-owned subsidiary of the Purchaser;

17. the Filer Shares were de-listed from the TSXV Venture Exchange (TSXV) on January 30, 2024;

18. the Filer is applying for a decision that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer;

19. the Filer has no current intention to seek public financing by way of an offering of its securities;

20. the Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets;

21. the outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide;

22. no securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;

23. the Filer is not in default of securities legislation in any jurisdiction other than its obligation to file on or before January 29, 2024 its annual financial statements and related management discussion and analysis for the fiscal year ended September 30, 2023, and on or before February 29, 2024 its interim financial statements and related management discussion and analysis for the interim period ended December 31, 2023, as required under National Instrument 51-102 Continuous Disclosure Obligations and the related certificates as required under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (collectively, the Filings);

24. the requirements to file the Filings did not arise until after completion of the Arrangement;

25. the Filer is not eligible to use the simplified procedure under National Policy 11-206 Process for Cease to be a Reporting Issuer Applications (NP 11-206) as it is in default for failure to file the Filings; and

26. but for the fact that the Filer failed to file the Filings, the Filer would be eligible for the simplified procedure under NP 11-206.

Order

¶ 4 Each of the Decision Makers is satisfied that the order meets the test set out in the Legislation for the Decision Maker to make the order.

The decision of the Decision Makers under the Legislation is that the Order Sought is granted.

"Noreen Bent"
Chief, Legal Services, Corporate Finance
British Columbia Securities Commission

OSC File #: 2024/0050

SEDAR+ File #: 6079084