HHT Investments Inc. - 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 HHT INVESTMENTS 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, and has an authorized capital consisting of an unlimited number of common shares (the Shares).
2. The head office of the Applicant is located at 66 Wellington Street West, Suite 4100, Toronto, Ontario M5K 1B7.
3. On March 27, 2014, the Applicant completed its qualifying transaction by way of a plan of arrangement (the Arrangement) under the OBCA with Boulevard Industrial Real Estate Investment Trust (the REIT).
4. Shareholders of the Applicant approved the Arrangement at the special meeting of shareholders held on March 7, 2014. The Arrangement was also approved pursuant to a final order issued by the Ontario Superior Court of Justice (Commercial List) on March 11, 2014.
5. Pursuant to a plan of arrangement under Section 182 of the OBCA (the "Arrangement"), among other things: (i) the issued and outstanding common shares of the Applicant were exchanged for Trust Units of the REIT on a one (1) for one (1) basis (the "Exchange Ratio"); and (ii) the issued and outstanding options and warrants to purchase common shares of the Applicant were exchanged for Unit Options and warrants of the REIT to purchase Trust Units based upon the Exchange Ratio, on terms and conditions identical to the terms and conditions of the original options and warrants. The Applicant became wholly-owned by the REIT upon completion of the Arrangement.
6. The Shares were delisted from the TSX Venture Exchange on April 4, 2014.
7. No securities of the Applicant are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation.
8. A Voluntary Surrender of Reporting Issuer Status application was made to the British Columbia Securities Commission on April 4, 2014 and a corresponding order was issued by the British Columbia Securities Commission on April 14, 2014.
9. The Applicant 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 on April 14, 2014 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 April 25, 2014.
10. The Applicant has no intention to seek public financing by way of an offering of securities.
11. The Applicant is not a reporting issuer or equivalent in any jurisdiction of Canada.
AND UPON the Commission being satisfied that 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 this 2nd day of May, 2014.