The Securities Commission granted an application by Element Technical Services Inc. (the Filer) to cease being a reporting issuer under applicable Canadian securities laws. The Filer, an Alberta corporation, had undergone a business combination involving two amalgamations, resulting in the Filer becoming a wholly-owned subsidiary and then continuing as the surviving corporation. Essential Energy Services Ltd., a party to the amalgamation, was a reporting issuer prior to the transaction, and the intention to cease being a reporting issuer was disclosed and approved by shareholders.
The Filer could not use the simplified procedure for ceasing to be a reporting issuer due to having more than 15 securityholders in Alberta and failing to file required interim financial documents (Post-Business Combination Defaults). Despite these defaults, the Filer met the conditions for the order as it had less than 15 securityholders in each reporting jurisdiction except Alberta, and fewer than 51 securityholders worldwide. Additionally, the Filer’s securities were not traded on any public marketplace, and there was no intention to seek public financing.
The order was based on the Filer’s representations, including the completion of the business combination, the delisting of Essential’s shares from the Toronto Stock Exchange, and the Filer’s share structure and securityholder distribution. The Filer was not in default of any reporting obligations other than the Post-Business Combination Defaults.
The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, section 1(10)(a)(ii), and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The Alberta Securities Commission acted as the principal regulator, and the order also represented the decision of the securities regulatory authority in Ontario.