Utility Corp. – s. 1(6) of the OBCA

Headnote

Applicant 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

UTILITY CORP.

(THE APPLICANT)

ORDER

(Subsection 1(6) of the OBCA)

WHEREAS the Applicant has applied to the Ontario Securities Commission (the Commission) for an order pursuant to subsection 1(6) of the OBCA that it be deemed to have ceased to be offering its securities to the public;

AND WHEREAS the Applicant has represented to the Commission that:

1.             the Applicant is an “offering corporation” as defined in the OBCA;

2.             all of the Applicant’s issued and outstanding Class C Shares were redeemed on May 22, 2018;

3.             as a result of the redemption of these shares, the only issued and outstanding shares of the Applicant are (i) 10 Class B Shares owned by 311788 Ontario Inc., a company wholly owned by three directors of the Applicant, and (ii) 100 Special Non-Voting Shares owned by Scotia Capital Inc., and no other shares are currently issued and outstanding;

4.             the Applicant has no intention to seek public financing by way of an offering of securities;

5.             on August 17, 2018, the Applicant was granted an order under National Policy 11-206 Process for Cease to be a Reporting Issuer Applications, pursuant to subclause 1(10) (a) (ii) of the Securi-ties Act (Ontario) that the Applicant is not a reporting issuer; and

6.             as a result of the Commission’s order, the Applicant is not a reporting issuer or the equivalent in any jurisdiction of Canada.

AND WHEREAS the Commission is satisfied that to do so would not be prejudicial to the public interest;

IT IS ORDERED that the Applicant is deemed to have ceased to be offering its securities to the public.

DATED at Toronto on September 7th, 2018.

“Francis Kordyback”

Commissioner

Ontario Securities Commission

“Robert P. Hutchison”

Commissioner

Ontario Securities Commission