Franchise Bancorp Inc. – s. 1(6) of the OBCA

Applicant deemed to have ceased to be offering its securities to the public under the Business Corporations Act (Ontario).

Statutes Cited

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
FRANCHISE BANCORP INC.
(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 has an authorized capital consisting of an unlimited number of common shares (the Common Shares), an unlimited number of Class A Preference shares (the Class A Shares), and an unlimited number of Class B Preference shares (the Class B Shares).

3.             The head office of the Applicant is located at 294 Walker Drive, Brampton, Ontario, L6T 4Z2.

4.             On February 15, 2017, WTF Holdings Inc. (WTF), its affiliates and associates acquired direct and indirect ownership and control over all of the outstanding Common Shares of the Applicant pursuant to a take-over bid and subsequent compulsory acquisition under Section 188 of the OBCA. WTF, its affiliates and associates also own all of the issued and outstanding Class A Shares and Class B Shares.

5.             All of the outstanding securities of the Applicant, including debt securities, are beneficially owned, directly or indirectly, by WTF, its affiliates and associates. As a result, the Applicant has less than 15 security holders in each of the jurisdictions of Canada and fewer than 51 security holders in total worldwide.

6.             The TSX Venture Exchange delisted the Common Shares of the Applicant as at the close of business on January 20, 2017.

7.             No securities of the Applicant, including debt securities, are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported.

8.             The Applicant is a reporting issuer in Ontario, British Columbia and Alberta (the Jurisdictions), and is not in default of any securities legislation in any of the Jurisdictions.

9.             The Applicant has applied for an order that it is not a reporting issuer in the Jurisdictions in accordance with the simplified procedure set out in National Policy 11-206 Process for Cease to be a Reporting Issuer Applications (the Reporting Issuer Relief).

10.          The Applicant has no intention to seek public financing by way of an offering of securities.

11.          Upon the grant of the Reporting Issuer Relief, the Applicant will 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 24 day of February, 2017.

“J.A. Leiper”
Commissioner
Ontario Securities Commission

“Frances Kordyback”
Commissioner
Ontario Securities Commission