Tangarine Payment Solutions Corp.
Headnote
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- application for an order that the issuer is not a reporting issuer.
Ontario Statutes
Securities Act, R.S.O. 1990, c. S.5, as am., ss. 1(10).
May 12, 2009
IN THE MATTER OF
THE SECURITIES LEGISLATION
OF ONTARIO AND ALBERTA
(THE "JURISDICTIONS")
AND
IN THE MATTER OF
THE PROCESS FOR EXEMPTIVE RELIEF
APPLICATIONS IN MULTIPLE JURISDICTIONS
AND
IN THE MATTER OF
TANGARINE PAYMENT SOLUTIONS CORP.
(the "Filer")
DECISION
Background
The securities regulatory authority or regulator in each of the Jurisdictions (the "Decision Maker") has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the "Legislation") that the Filer is not a reporting issuer in the Jurisdictions (the "Exemption Sought").
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a coordinated review application):
(a) the Ontario Securities Commission is the principal regulator for this application; and
(b) this decision is the decision of the principal regulator and evidences the decision of each other Decision Maker.
Interpretation
Defined terms contained 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 incorporated under the Canada Business Corporations Act on May 19, 1999 under the name Ebanx International Ltd. and changed its name to Tangarine Concepts Corporation on March 21, 2000. On August 1, 2005, Tangarine Concepts Corporation amalgamated with Excape Business Transactions, Inc. and FinPOS Wholesale Inc. and continued to operate under the corporate name of Tangarine Concepts Corporation. On August 1, 2006, Tangarine Concepts Corporation was acquired by Tangarine Payment Solutions Corp. (formerly Chrysalis Capital II Corporation ("Chrysalis") for a combination of cash and shares of Chrysalis.
2. The head office of the Filer is located at 14 Commerce Place, St. Catharines, Ontario, L2R 6P7.
3. The Filer has been a reporting issuer in the Jurisdictions since August 15, 2006.
4. On December 24, 2008, the Filer announced that it had entered into an acquisition agreement with 4491157 Canada Inc. ("4491157"), an affiliate of Pivotal Payments Corporation, whereby, through a court-approved plan of arrangement (the "Arrangement"), 4491157 would acquire (i) all the outstanding common shares of the Filer for a cash purchase price of $0.22 per common share representing an aggregate purchase price of approximately $9,338,941 and (ii) all of the outstanding Series I preferred shares of the Filer for an aggregate purchase price of $3,839,000.
5. The Filer called an annual and special meeting of its shareholders (the "Meeting"), in accordance with an interim order issued by the Ontario Superior Court of Justice on February 19, 2009, to vote on the proposed Arrangement.
6. On February 19, 2009, the shareholders of the Filer, present or represented by proxy, at the Meeting, voted in favour of the proposed Arrangement, in a majority exceeding the required minimum approval by 66 2/3% of the holders of common shares and Series I preferred shares voting together and by the majority of the "minority shareholders". Over 98% of the holders of common shares and Series I preferred shares voting together and 95% of the "minority shareholders", voting separately as a class, approved the Arrangement.
7. On February 23, 2009, the Ontario Superior Court of Justice issued a final order approving the proposed Arrangement.
8. As a result of the completion of the Arrangement on March 23, 2009, 4491157 became the owner of 100% of the issued and outstanding share capital of the Filer.
9. As of March 23, 2009, the Filer amalgamated with 4491157.
10. The common shares of the Filer were traded on the TSX Venture Exchange ("TSX-V") under the symbol "TAN". The common shares of the Filer were delisted from the TSX-V effective as of the close of business on March 25, 2009, and no securities of the Filer are listed or traded on any marketplace as defined in National Instrument 21-101 - Marketplace Operation.
11. The Filer surrendered its status as a reporting issuer under the Securities Act (British Columbia) pursuant to BC Instrument 11-502 -- Voluntary Surrender of Reporting Issuer Status as of April 6, 2009.
12. The Filer is not in default of any of its obligations under the Legislation, except for the obligation to file interim financial statements for the period ended January 31, 2009 and management discussion & analysis in respect of such financial statements, as required under National Instrument 51-102 -- Continuous Disclosure Obligations and the related certification of such financial statements as required under National Instrument 52-109 -- Certification of Disclosure in Issuers' Annual and Interim Filings.
13. The Filer has no current intention to seek public financing by way of an offering of securities.
14. The Filer, upon the grant of the Exemption Sought, will no longer be a reporting issuer in any jurisdiction in Canada.
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 Exemption Sought is granted.