The Securities Commission has granted an application by an issuer for it to cease being a reporting issuer in all Canadian jurisdictions where it held that status. The decision was made under the relevant securities legislation, specifically section 1(10)(a)(ii) of the Securities Act (R.S.O. 1990, c.S.5, as amended).
The key factors influencing the decision included:
1. The issuer is not an OTC reporting issuer under Multilateral Instrument 51-105.
2. The issuer’s securities are held by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide.
3. The issuer’s securities are not traded on any marketplace or facility where trading data is publicly reported, in Canada or elsewhere.
4. The issuer has requested to cease being a reporting issuer in all Canadian jurisdictions where it is recognized as such.
5. The issuer is not in default of any securities legislation in any jurisdiction.
The British Columbia Securities Commission acted as the principal regulator for this application, and the decision also reflects the concurrence of the securities regulatory authority in Ontario. The decision was made following the Process for Cease to be a Reporting Issuer Applications, and the issuer’s notice of reliance on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System for jurisdictions including Alberta, Saskatchewan, and Manitoba.
The outcome is that the issuer has been deemed to have ceased to be a reporting issuer, thereby relieving it of the reporting obligations that come with such status under Canadian securities laws.