The Ontario Securities Commission (OSC) has decided to revoke a cease trade order (CTO) previously issued against a company for failing to file its annual financial statements and related documents. The company, which had become a wholly-owned subsidiary following a plan of arrangement, was also in default for not filing subsequent interim financial statements and certificates. The company applied for the revocation of the CTO and simultaneously sought to cease being a reporting issuer in all Canadian jurisdictions where it held this status.
The OSC based its decision on several key facts, including the company’s corporate history, its ownership structure after the plan of arrangement, and its securities delisting. The company had not filed the required annual and interim financial documents as mandated by National Instrument 52-109. However, it had submitted all other continuous disclosure documents, paid all necessary fees, and was not in default of any other requirements.
The OSC concluded that revoking the CTO was appropriate, contingent on the company ceasing to be a reporting issuer. The revocation was grounded in Section 144 of the Securities Act (Ontario), which allows for such a decision if it meets the test set out in the legislation. The revocation was effective on the date the company was confirmed to no longer be a reporting issuer.