Nova Bancorp Wealth Management - MRRS Decision
Headnote
Mutual Reliance Review System for Exemptive Relief Applications - Reporting issuer deemed to have ceased to be areporting issuer - only two related security holders remaining.
Subsection 1(6) of the OBCA - Issuer deemed to have ceased to be offering its securities to the public under theBusiness Corporations Act (Ontario).
Applicable Ontario Statutory Provisions
Securities Act, R.S.O. 1990, c.S.5, as am., ss.1(1), 6(3) and 83.
Business Corporations Act, R.S.O. 1990, c.B.16, as am., s.1(6).
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ONTARIO, QUEBEC AND NOVA SCOTIA
AND
IN THE MATTER OF THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF
NOVA BANCORP WEALTH MANAGEMENT LTD.
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of Ontario,Quebec and Nova Scotia (the "Jurisdictions") has received an application from Nova Bancorp Wealth Management Ltd.("NBWML") for: (i) a decision under the securities legislation of the Jurisdictions (the "Legislation") that NBWML bedeemed to have ceased to be a reporting issuer under the Legislation; and, in Ontario only, (ii) an order from the OntarioSecurities Commission (the "Commission") under the Business Corporations Act (Ontario) (the "OBCA") that NBWMLbe deemed to have ceased to be offering its securities to the public;
AND WHEREAS under the Mutual Reliance Review System for Exemptive Relief Applications (the "System"),the Commission is the principal regulator for this application;
AND WHEREAS NBWML has represented to the Decision Makers that:
1. NBWML is a corporation existing under the OBCA and its head office is located in Toronto, Ontario.
2. NBWML became a reporting issuer or the equivalent under the Legislation on June 8, 2000 by reason of thefact that Strategic Value Corporation ("SVC") was a reporting issuer under the Legislation for at least 12 monthsat the time of the amalgamation referred to in paragraph 6 below.
3. Apart from the failure to file interim financial statements for the period ending June 30, 2000, which were dueon August 29, 2000, NBWML is not in default of any requirements of the Legislation in any of the Jurisdictions.
4. Pursuant to a plan of arrangement under section 182 of the OBCA (the "Arrangement"), which became effectiveJune 8, 2000, Nova Bancorp Wealth Management Ltd. ("Nova Wealth") acquired all of the outstanding sharesin the capital of SVC.
5. The Arrangement was previously approved at a special meeting of SVC's shareholders on May 26, 2000 anda final order approving the Arrangement under the OBCA was issued by the Ontario Superior Court of Justiceon May 31, 2000. A certificate of arrangement was issued by the Director appointed under the OBCA on June8, 2000.
6. Pursuant to the Arrangement, Nova Wealth amalgamated with SVC on June 8, 2000 and continued under thename "Nova Bancorp Wealth Management Ltd."
7. All of the issued and outstanding securities of NBWML are held by Nova Bancorp Investments Ltd ("NBI").There are no issued and outstanding securities of NBWML, including debt securities, other than the securitiesheld by NBI.
8. No securities of NBWML are listed or quoted on any stock exchange or market.
9. NBWML does not have any intention of distributing its securities to the public.
AND WHEREAS under the System, this MRRS Decision Document evidences the decision of each DecisionMaker (collectively, the "Decision");
AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that providesthat Decision Maker with the jurisdiction to make the Decision has been met;
The decision of the Decision Maker under the Legislation is that NBWML is deemed to have ceased to be a reportingissuer under the Legislation.
December 20, 2000.
John Hughes
Manager, Continuous Disclosure
AND IT IS HEREBY ORDERED by the Commission under subsection 1(6) of the OBCA, that NBWML is deemed tohave ceased to be offering its securities to the public for the purposes of the OBCA.
December 22, 2000.
"J. A. Geller" "R. Stephen Paddon"