Stukely Capital Inc. - MRRS Decision
Headnote
Mutual Reliance Review System for Exemptive Relief Applications -- Application by reporting issuer for an order that it is not a reporting issuer -- Requested relief granted.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10).
April 22, 2008
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ALBERTA AND ONTARIO
(the Jurisdictions)
AND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF
STUKELY CAPITAL INC.
(the Filer)
MRRS DECISION DOCUMENT
Background
The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) to not be a reporting issuer in the Jurisdictions in accordance with the Legislation (the Requested Relief).
Under the Mutual Reliance Review System for Exemptive Relief Applications:
(a) the Ontario Securities Commission is the principal regulator for this application; and
(b) this MRRS decision document evidences the decision of each Decision Maker.
Interpretation
Defined terms contained in National Instrument 14-101 - Definitions have the same meaning in this decision unless they are defined in this decision.
Representations
This decision is based on the factual information below as provided by the Filer:
1. The Filer was incorporated in accordance with the Canada Business Corporations Act on August 4, 2004 in the Province of Quebec. The head office of the Filer is located in Montreal, Canada.
2. The Filer is currently a reporting issuer in the Provinces of Ontario and Alberta.
3. The Filer's financial year end is December 31.
4. 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 in Canada.
5. No securities of the Filer are traded on any marketplace, as defined in National Instrument 21-101 Marketplace Operation.
6. The Filer is currently on the defaulting reporting issuer list maintained by the Decision Makers for failing to file interim and annual financial statements, interim and annual management discussion and analysis and a certification of interim and annual filings in 2006 and 2007 (collectively, the Filings).
7. The Filer has not filed the Filings since, as discussed below, the Filer's Distribution (as defined below) under its Prospectus (as defined below) did not result in the anticipated issue of securities and the Filer filed its initial request to have its status as a reporting issuer revoked prior to the Filer's obligation to file such Filings.
8. The Filer is applying for relief to cease to be a reporting issuer in the Jurisdictions through the long-form application process pursuant to National Policy 12-201 Mutual Reliance Review System for Exemptive Relief Applications as a result of the Filer being on the defaulting reporting issuer list.
9. The Filer filed a final prospectus dated April 29, 2005 (the Prospectus) with the securities regulatory authorities in the provinces of Quebec, Ontario, Manitoba, Alberta and British Columbia for a distribution of common shares of its capital (the Distribution).
10. On May 2, 2005 the Filer obtained a receipt for this prospectus and therefore became a reporting issuer in Quebec, Ontario, Manitoba, Alberta and British Columbia.
11. The Distribution did not result in the anticipated issue of securities. Accordingly, the Filer in January 2006 filed applications with the securities regulatory authorities in the provinces of Quebec, Ontario, Manitoba, Alberta and British Columbia a request to have its status as a reporting issuer revoked.
12. The securities regulatory authorities in the provinces of Quebec, Manitoba and British Columbia have previously accepted the Filer's request to have its status as a reporting issuer revoked in these jurisdictions.
13. As of the date hereof, the Filer is only a reporting issuer in Alberta and Ontario. Upon the granting of the Requested Relief, the Filer will not be a reporting issuer in any of the Jurisdictions.
14. The Filer has no current intention of distributing its securities in Canada through a public offering.
Decision
Each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the decision has been met.
The decision of the Decision Makers under the Legislation is that the Requested Relief is granted.