Prism Medical Ltd. – s. 1(6) of the OBCA

Headnote

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

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

PRISM MEDICAL LTD.

(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 “Common Shares”).

 

2.             The head office of the Applicant is located at 485 Millway Avenue, Unit 2, Concord, Ontario, L4K 3V4.

 

3.             On August 31, 2016, the Applicant and Handicare Holdings Ltd. (“Handicare”) completed an arrangement pursuant to which Handicare acquired all of the issued and outstanding Common Shares by way of a court approved plan of arrangement under the OBCA.

 

4.             The Applicant and Handicare subsequently amalgamated with the amalgamated corporation having the name “Prism Medical Ltd.”

 

5.             As of the date of this decision, all of the issued and outstanding securities of the Applicant, including debt securities, if any, are beneficially owned, directly or indirectly, by a sole securityholder, Crystal Amethyst B.V., a former parent of Handicare.

 

6.             The Common Shares have been de-listed from the TSX Venture Exchange, effective as of the close of trading on September 2, 2016.

 

7.             No securities of the Applicant, 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.

 

8.             The Applicant is a reporting issuer in the provinces of British Columbia, Alberta and Ontario (the “Jurisdictions”).

 

9.             The Applicant is not in default of any requirement of the securities legislation in any of the Jurisdictions.

 

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

 

11.          The Applicant has also submitted an application for relief to cease to be a reporting issuer in all of the jurisdictions in Canada in which it is currently a reporting issuer (the “Reporting Issuer Relief Requested”).

12.          Upon the grant of the Reporting Issuer Relief Requested, the Applicant will not be 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 this 25th day of October, 2016.

“Janet Leiper”

Commissioner

Ontario Securities Commission

“Christopher Portner”

Commissioner

Ontario Securities Commission