The Ontario Securities Commission (OSC) has granted consent to Stone Investment Group Limited (the Applicant) to continue from the jurisdiction of the Business Corporations Act (Ontario) (OBCA) to the Canada Business Corporations Act (CBCA). This decision is in accordance with subsection 21(b) of Ontario Regulation 398/21 made under the OBCA.
The Applicant, an offering corporation under the OBCA and a reporting issuer in various Canadian jurisdictions, has an authorized share capital consisting of an unlimited number of common shares, with 25,028,571 shares issued and outstanding as of June 15, 2022. These shares are not listed on any stock exchange.
The primary reason for the continuance is to facilitate a series of transactions, including a plan of arrangement with Starlight Investments Capital LP (Starlight), which will result in Starlight acquiring all common shares of the Applicant. Post-transaction, the Applicant will become a wholly-owned subsidiary of Starlight and intends to cease being a reporting issuer in Canada.
The OSC’s consent follows the Applicant’s representations that it is not in default under any provisions of the OBCA, the Securities Act (Ontario), or any other relevant Canadian securities legislation, and is not subject to any related proceedings. The Applicant’s management information circular provided details of the proposed continuance and disclosed dissent rights, which were exercised by two shareholders. The continuance was approved by a special resolution with 96.37% of votes in favor at the Shareholders’ Meeting.
The OSC consented to the continuance as it determined that it would not be prejudicial to the public interest. The decision was made on June 17, 2022.