ThirdCoast Limited -- s. 1(6) of the OBCA
Headnote
Filer deemed to have ceased to be offering its securities to the public under the OBCA.
Applicable Legislative Provisions
Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 1(6).
IN THE MATTER OF
THE BUSINESS CORPORATIONS ACT (ONTARIO),
R.S.O. 1990, c. B.16, AS AMENDED
(the OBCA)
AND
IN THE MATTER OF
THIRDCOAST LIMITED
(the Applicant)
ORDER
(Subsection 1(6) of the OBCA)
UPON the application of the Applicant to the Ontario Securities Commission (the Commission) for an order pursuant to subsection 1(6) of the OBCA to be deemed to have ceased to be offering its securities to the public;
AND UPON the Applicant representing to the Commission that:
1. The Applicant is an "offering corporation" as defined in the OBCA.
2. The Applicant authorized capital consists of an unlimited number of common shares (the Common Shares).
3. The head office of the Applicant is located at 230 Harbour Street P.O. Box 126, Goderich, Ontario.
4. The Common Shares of the Applicant were traded primarily on the over-the-counter market and were not listed on any stock exchange.
5. As of July 19, 2012, Parrish & Heimbecker, Limited (P&H) acquired 211,647 Common Shares pursuant to a take-over bid, dated May 31, 2012 (as extended on July 5, 2012) which, together with the Common Shares already held by P&H, represented approximately 96% of the total outstanding Common Shares.
6. Effective September 1, 2012, P&H acquired all of the Common Shares of Thirdcoast that it did not already own pursuant to a compulsory acquisition under section 188 of the OBCA.
7. As of the date of this decision, all of the outstanding securities of the Applicant, including debt securities, which are beneficially owned, directly or indirectly, are held by a sole securityholder, P&H.
8. No securities of the Applicant are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation.
9. The Applicant has applied for an order that it is not a reporting issuer in Ontario pursuant to subclause 1(10)(a)(ii) of the Securities Act (Ontario) in accordance with the simplified procedure set out in OSC Staff Notice 12-703 Applications for a Decision that an Issuer is not a Reporting Issuer and is not a reporting issuer or the equivalent in any other jurisdiction in Canada (the Securities Act Order). The Securities Act Order was granted on September 19, 2012.
10. The Applicant has no intention to seek public financing by way of an offering of securities.
11. The Applicant is not be a reporting issuer or equivalent in any jurisdiction of Canada.
AND UPON the Commission being satisfied to do so would not be prejudicial to the public interest;
IT IS HEREBY ORDERED by the Commission pursuant to subsection 1(6) of the OBCA that the Applicant be deemed to have ceased to be offering its securities to the public for the purpose of the OBCA.
DATED at Toronto on this 21st day of September, 2012.