Think Research Corporation
Headnote
National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- Application for an order that the issuer is not a reporting issuer under applicable securities laws -- issuer has more than 15 securityholders in a Canadian jurisdiction, but fewer than 51 securityholders in Canada.
Applicable Legislative Provisions
Securities Act (Ontario), 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
THINK RESEARCH CORPORATION
(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 of the principal regulator (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order 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 British Columbia, Alberta, New Brunswick and Nova Scotia.
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.
Representations
This order is based on the following facts represented by the Filer:
1. The Filer is incorporated under the Business Corporations Act (Ontario) (the OBCA) and is a reporting issuer in each of Ontario, British Columbia, Alberta, New Brunswick and Nova Scotia.
2. The Filer's head office is located in Ontario.
3. The authorized capital of the Filer is an unlimited number of common shares (the Common Shares) of which 79,219,171 Common Shares were outstanding as at April 18, 2024.
4. On February 15, 2024, the Filer entered into an arrangement agreement (the Arrangement Agreement) pursuant to which Beedie Investments Ltd. (Beedie Capital) would acquire all of the issued and outstanding Common Shares, other than those Common Shares owned by Beedie Capital and other shareholders comprised of certain directors and executive officers of the Filer as well as other persons (such shareholders, collectively, the Continuing Shareholders), for cash consideration of $0.32 per Common Share, by way of a court-approved plan of arrangement under the provisions of the OBCA (the Arrangement).
5. On February 16, 2024, the Filer issued a news release, publicly announcing the Arrangement Agreement.
6. The Filer distributed the meeting materials (which included, among other things, the management information circular, notice of meeting, and letter of transmittal) on March 6, 2024, to the registered holders of Common Shares (the Filer Shareholders) and all other convertible securities as well as the directors and auditor of the Filer, and to the Director appointed under the OBCA, in connection with the special meeting of the Filer Shareholders that took place on April 4, 2024 (the Meeting) to consider the Arrangement, in accordance with the interim order of the Ontario Superior Court of Justice (Commercial List) rendered March 1, 2024.
7. Filer Shareholder approval of the Arrangement was obtained by the Filer at the Meeting, whereby (i) holders of 98.89% of the Common Shares represented at the Meeting voted in favour of resolutions to approve the Arrangement; and (ii) holders of 98.06% of the Common Shares represented at the Meeting whose votes may be included in determining if minority approval is obtained pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (MI 61-101) voted in favour of resolutions to approve the Arrangement. Filer Shareholders holding an aggregate of 57,594,612 Common Shares, representing 72.70% of all issued and outstanding Common Shares, were present, in person or by proxy, at the Meeting.
8. The Arrangement was completed on April 18, 2024. As a result of the Arrangement, each Filer Shareholder, other than Beedie Capital and the Continuing Shareholders, became entitled to receive, in exchange for each Common Share held immediately prior to the effective time of the Arrangement, $0.32 per Common Share.
9. Prior to the Arrangement, Beedie Capital owned approximately 3.7% of the Common Shares. As of the date of this order, Beedie Capital owns approximately 73.0% of the Common Shares and the other 46 Continuing Shareholders, as a group, own approximately 27.0% of the Common Shares and, other than an existing credit agreement pursuant to which Beedie Capital has made available to the Filer a $25 million non-revolving term convertible loan facility, no other securities of the Filer are outstanding.
10. The Arrangement contemplated the Continuing Shareholders entering into various shareholders' agreements. Such shareholders' agreements became effective upon closing of the Arrangement and include private company restrictions on the transfer of the Common Shares of the Filer as contemplated by Section 2.4 of National Instrument 45-106 Prospectus Exemptions and consistent with a company intending to cease to be a reporting issuer.
11. All of the Continuing Shareholders are represented by members of management of the Filer or are persons known directly by management of the Filer. Of the 46 Continuing Shareholders; (i) 40 are resident in Ontario (representing approximately 25.7% of the aggregate Common Shares); (ii) 2 are resident in Alberta (representing approximately 0.3% of the aggregate Common Shares); (iii) 1 is resident in British Columbia (representing approximately 73.0% of the aggregate Common Shares); and (iv) 3 are resident in international countries (i.e. outside of Canada and the United States) (representing approximately 0.9% of the aggregate Common Shares).
12. The Filer is not eligible to surrender its status as a reporting issuer pursuant to the simplified procedure under section 19 of National Policy 11-206 Process for Cease to be a Reporting Issuer Applications as the Common Shares are not beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide.
13. The Filer issued a news release on April 18, 2024 advising the Filer Shareholders that the Filer has applied to have the Common Shares delisted from the TSX Venture Exchange (TSXV) and that the Filer will apply under applicable Canadian securities laws to cease to be a reporting issuer.
14. The Common Shares were delisted from trading on the TSXV following the close of trading on April 22, 2024.
15. The Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets.
16. 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.
17. The Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer.
18. The Filer has no intention to seek public financing by way of an offering of securities.
19. The Filer is not in default of securities legislation in any jurisdiction, except for: (a) historical non-compliance under MI 61-101, as disclosed in the Filer's management information circular dated March 1, 2024; and (b) its failure to file its audited financial statements and management discussion and analysis for the year ended December 31, 2023 as required under National Instrument 51-102 Continuous Disclosure Obligations and related certificates as required under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings.
20. Beedie Capital is not in default of any requirement under securities legislation in any jurisdiction.
21. The Filer is not required to obtain any consents or approvals to cease to be a reporting issuer in any jurisdiction other than the Order Sought.
22. Upon the 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 on this 5th, day of June, 2024.
"David Surat"
Manager, Corporate Finance
Ontario Securities Commission