The Securities Commission has granted a partial revocation of a cease trade order (CTO) against an issuer, which had been imposed due to the issuer’s failure to file required financial documents. The issuer, which is undergoing financial difficulties and has sought protection under the Companies’ Creditors Arrangement Act (CCAA), requested the partial revocation to issue common shares to its unsecured creditors as part of a restructuring plan.
The Commission’s decision allows the issuer to proceed with the share issuance to settle claims with up to 272 unsecured creditors, as outlined in an approved plan of compromise and arrangement under the CCAA. The decision is contingent upon certain conditions, including that the unsecured creditors receive copies of the original CTO, the partial revocation order, and written notice that all securities, including those issued in the transaction, remain subject to the CTO until it is fully revoked.
The Commission’s decision is based on the issuer’s representations, including its financial hardship, insolvency proceedings, and the overwhelming approval of the restructuring plan by the creditors. The decision is supported by the belief that the transaction will enable the issuer to generate working capital to update its continuous disclosure obligations and eventually seek a full revocation of the CTO.
The relevant laws and regulations underpinning the outcome include Section 144 of the Securities Act (Ontario), which allows for the partial revocation of a CTO, and National Policy 11-207, which addresses failure-to-file CTOs and revocations in multiple jurisdictions. The partial revocation is valid for the completion of the proposed transaction or up to 90 days from the date of the decision.