TD Split 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 TD SPLIT 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's registered address is located at 1000 Yonge Street, Suite 500, Toronto, Ontario, M4W 2K2, Toronto, Ontario;
3. 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;
4. The Applicant's Class C Preferred Shares and Class C Capital Shares were de-listed from the TSX effective the close of trading on November 13, 2015;
5. The issued and outstanding Class C Preferred Shares and Class C Capital Shares of the Applicant were redeemed on November 13, 2015;
6. Following the redemption, the only issued and outstanding shares are now owned by Timbercreek Asset Management Inc. (100 Class E Shares), and no other shares are currently issued and outstanding;
7. The Applicant has no intention to seek public financing by way of an offering of securities;
8. The Voluntary Surrender of Reporting Issuer Status was filed with the British Columbia Securities Commission on November 17, 2015 and the Applicant ceased to be a reporting issuer in British Columbia as of November 30, 2015. The Applicant was granted an order on February 1, 2016 that it is not a reporting issuer in Ontario pursuant to subclause 1(10)(a)(ii) of the Securities Act (Ontario) and is not a reporting issuer or the equivalent in any other jurisdiction of Canada in accordance with the simplified procedure set out in OSC Staff Notice 12-307 Application for Decision that an Issuer is not a Reporting Issuer; and
9. The Applicant is not a reporting issuer or the equivalent in any jurisdiction in 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 12th day of February, 2016.