ICPEI Holdings Inc.

Headnote

National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- the issuer ceases to be a reporting issuer under securities legislation -- more than 15 securityholders in a jurisdiction.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s.1(10)(a)(ii).

IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (the Jurisdiction) AND IN THE MATTER OF THE PROCESS FOR CEASE TO BE A REPORTING ISSUER APPLICATIONS AND IN THE MATTER OF ICPEI HOLDINGS INC. (the Filer)

ORDER

Background

The principal regulator in the Jurisdiction has received an application from the Filer for an order under the securities legislation of the Jurisdiction (theLegislation) that the Filer has ceased to be a reporting issuer in all the jurisdictions of Canada in which it is a reporting issuer (theOrder Sought).

Under the Process for Cease to be a Reporting Issuer Applications (for a passport application):

(a) the Ontario Securities Commission is the principal regulator for this application; and

(b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each of British Columbia, Alberta, Saskatchewan, Manitoba, Québec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Northwest Territories, Yukon and Nunavut (collectively with the Jurisdiction, the Jurisdictions).

INTERPRETATION

Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined herein.

Representations

This order is based on the following facts represented by the Filer:

1. The Filer was formed and is governed under the laws of the Province of Ontario. The registered and head office of the Filer is located at 2800 Skymark Avenue, Suite 200, Mississauga, Ontario, L4W 5A6.

2. The Filer operates in the Canadian property and casualty insurance industry through its wholly owned subsidiary The Insurance Company of Prince Edward Island (ICPEI). ICPEI provides commercial and personal lines of insurance products exclusively through the broker channel.

3. The Filer is a reporting issuer in each of the Jurisdictions and is a "venture issuer" as defined in National Instrument 51-102 Continuous Disclosure Obligations. The Filer is not in default of any of the requirements of the securities legislation in any of the Jurisdictions.

4. On December 9, 2022, the Filer, 1000379969 Ontario Limited (the Purchaser) and 1000379990 Ontario Limited (Rollover Holdco) entered into an arrangement agreement pursuant to which key members of management of the Filer, including Serge Lavoie, President and Chief Executive Officer, Murray Wallace, Chairman of the board of directors of the Filer, Robert Ghiz, a director of the Filer, Teddy Chien, Chief Financial Officer of the Filer, and Ken Coulson, General Counsel of the Filer, and certain other shareholders of the Filer (collectively, the Rollover Shareholders), Desjardins General Insurance Group Inc. and certain other investors would indirectly acquire all of the issued and outstanding common shares of the Filer (the Filer Shares) under a Court approved plan of arrangement (the Arrangement).

5. The Arrangement was approved by the shareholders of the Filer at a special meeting of the shareholders held on February 13, 2023 and a final order was granted by the Ontario Superior Court of Justice (Commercial List) on February 22, 2023.

6. The full details of the Arrangement and the intention of the Filer to make an application to cease to be a reporting issuer were contained in a management proxy circular of the Filer dated January 11, 2023, a copy of which is available under the Filer's profile at www.sedar.com

7. Prior to the Arrangement, each Rollover Shareholder and new investor in Rollover Holdco has acknowledged and agreed in its respective rollover agreement or subscription agreement, as applicable, that the Purchaser intends to cause the Filer to cease to be a reporting issuer for the purposes of the Legislation further to the completion of the Arrangement.

8. Pursuant to the Arrangement:

(a) the Rollover Shareholders, who beneficially owned, directly and indirectly, or exercised control or direction over, in the aggregate, 5,042,068 Filer Shares representing approximately 33.1% of the issued and outstanding Filer Shares on an undiluted basis, exchanged an aggregate of 4,012,080 Filer Shares (the Rollover Shares) for an indirect equity interest in the Purchaser;

(b) each shareholder of the Filer, other than the Rollover Shareholders with respect to the Rollover Shares, received from the Purchaser $4.00 in cash per Filer Share;

(c) the stock option plan of the Filer and all agreements relating to options outstanding under such plan were terminated; and

(d) each outstanding deferred share unit and restricted share unit of the Filer (whether vested or unvested) was transferred to the Filer and cancelled and holders of such deferred share units or restricted share units received a cash payment for each unit equal to the amount of $4.00, less applicable withholdings.

9. The Arrangement took effect as of February 28, 2023 (the Effective Date), and the Filer Shares were delisted from the TSX Venture Exchange as of March 2, 2023.

10. The authorized capital of the Filer consists of an unlimited number of Filer Shares. As of the date hereof, following the Effective Date, there are 15,219,198 Filer Shares issued and outstanding.

11. The Filer Shares are beneficially owned, directly or indirectly, by 36 shareholders residing in the following jurisdictions:

(a) 1 in British Columbia;

(b) 10 in Ontario;

(c) 7 in Prince Edward Island; and

(d) 18 in Québec.

12. The Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 -- Issuers Quoted in the U.S. Over-the-Counter Markets.

13. No securities of the Filer, including debt securities are traded in Canada or another country 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.

14. The Filer has no intention to seek public financing by way of an offering of securities.

15. The Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the Jurisdictions.

16. The Filer is not eligible to use the simplified procedure under National Policy 11-206 Process for Cease to be a Reporting Issuer Applications (NP 11-206) as the outstanding securities of the Filer are beneficially owned by more than 15 securityholders in Québec.

17. But for the fact that the outstanding securities of the Filer are beneficially owned by more than 15 securityholders in Quebec, the Filer would be eligible for the simplified procedure set out in NP 11-206.

18. Upon granting of the Order Sought, the Filer will not be a reporting issuer or the equivalent in any jurisdiction of Canada.

Order

The principal regulator is satisfied that the order meets the test set out in the Legislation for the principal regulator to make the order.

The decision of the principal regulator under the Legislation is that the Order Sought is granted.

DATED at Toronto this 26th day of April, 2023.

"Lina Creta"
Manager, Corporate Finance
Ontario Securities Commission

OSC File #: 2023/0105