AldeaVision Solutions Inc.
Headnote
National Policy 11-203 Process For Exemptive Relief Applications in Multiple Jurisdictions - Application by an issuer for a decision that it is not a reporting issuer - issuer has no publicly-held securities - exemptive relief sought granted.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(b).
(Translation)
May 23, 2008
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
QUEBEC, ONTARIO, MANITOBA,
SASKATCHEWAN, ALBERTA, NEW BRUNSWICK,
NOVA SCOTIA, PRINCE EDWARD ISLAND,
NEWFOUNDLAND AND LABRADOR
(the "Jurisdictions")
AND
IN THE MATTER OF
THE PROCESS FOR EXEMPTIVE RELIEF
APPLICATIONS IN MULTIPLE JURISDICTIONS
AND
IN THE MATTER OF
ALDEAVISION SOLUTIONS INC.
(the "Filer")
DECISION
Background
The securities regulatory authority or regulator of the Jurisdiction (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 each of the Jurisdictions (the "Exemptive Relief Sought").
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a coordinated review application):
(a) the Autorité des marchés financiers (the "AMF") is the principal regulator for this application, and
(b) the decision is the decision of the principal regulator and evidences the decision of each other Decision Maker.
Interpretation
Terms defined in Regulation 14-101 respecting Definitions (and elsewhere, 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 is a corporation organized under the Canada Business Corporations Act (the "CBCA") with its head office in St-Laurent, Quebec.
2. The Filer has an authorized share capital consisting of an unlimited number of common shares, of Class A preferred shares and of Class B preferred shares. Currently there are 3,570,000 common shares issued and outstanding (the "Common Shares").
3. The Filer is a reporting issuer in each of the Jurisdictions for over ten years. Currently, the Filer is not in default of any of its obligations under the Legislation as a reporting issuer, other than its obligation to file its annual financial statements for the years ended December 31, 2006 and December 31, 2007 and its Management Discussion and Analysis in respect of such financial statements, its interim financial statements for the periods ended January 31, 2007, June 30, 2007 and September 30, 2007 and its Management Discussion and Analysis in respect of such financial statements; all as required under the National Instrument 51-102, Continuous Disclosure Obligations and the related certification of such financial statements as required under Multilateral Instrument 52-109, Certification of Disclosure in Issuers' Annual and Interim Filings.
4. The Filer is a provider of international video transmission services.
5. On December 20, 2007, the Filer obtained an order (the "Order") from the Quebec Superior Court sanctioning a plan of arrangement and reorganization (the "Plan") pursuant to the Companies' Creditors Arrangement Act (the "CCAA") and the CBCA.
6. The ultimate result of the Plan and the Order was to reduce the number of shareholders of the Filer to three, namely: (i) Capital Régional et Coopératif Desjardins (155,915 Common Shares); (ii) Desjardins Capital de Développement Montréal Métropolitain, Ouest et Nord du Québec Inc. (14,085 Common Shares); and (iii) Almiria Capital Corp. (3,400,000 Common Shares).
7. The Filer's securities were delisted from the TSX Venture Exchange on January 25, 2008; therefore, no securities of the Filer are traded on a marketplace as defined in National Instrument 21-101, Marketplace Operation.
8. The Filer has no current intention to seek public financing by way of an offering of securities.
9. The Filer applied to voluntarily surrender its status as a reporting issuer in British Columbia under BC Instrument 11-502 Voluntary Surrender of Reporting Issuer Status. The Filer ceased to be a reporting issuer in British Columbia on April 9, 2008 and the cease trade order in British Columbia was revoked on April 11, 2008.
10. The Filer has applied for relief in order to cease to be a reporting issuer in all of the jurisdictions in which it is currently a reporting issuer.
11. The Filer is currently the object of a cease trade order in Manitoba, Ontario and Québec.
12. The Filer, upon the grant of the Exemptive Relief Sought, will not be a reporting issuer or the equivalent in any jurisdiction in Canada. The cease trade orders will be revoked concurrently.
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 Exemptive Relief Sought is granted.