Exemption Orders (Discretionary)
THE ROSE CORPORATION
2001 BCSECCOM 6
Headnote
Mutual Reliance Review System for Exemptive Relief Applications - Issuer deemed to have ceased to be a reporting issuer following an amalgamation leaving only a small number of security holders.
Applicable British Columbia Provisions
Securities Act, R.S.B.C. 1996, c. 418, ss. 1(1), 88
IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO, BRITISH COLUMBIA, NOVA SCOTIA AND QUEBEC
AND
IN THE MATTER OF THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF THE ROSE CORPORATION
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatory authority or regulator (the “Decision Maker”) in each of Ontario, British Columbia, Nova Scotia and Quebec (the “Jurisdictions”) has received an application from The Rose Corporation (“Rose”) for a decision under the securities legislation of each of the Jurisdictions (the “Legislation”) that Rose be deemed to have ceased to be a reporting issuer or the equivalent under the Legislation;
AND WHEREAS under the Mutual Reliance Review System for Exemptive Relief Applications (the “System”), the Ontario Securities Commission is the principal regulator for this application;
AND WHEREAS Rose has represented to the Decision Makers that:
1. Rose was formed under the Canada Business Corporation Act (the “CBCA”) by articles of amalgamation dated May 1, 2000.
2. the head office of Rose is located in Don Mills, Ontario.
3. Rose is a reporting issuer or the equivalent under the Legislation.
4. Apart from the failure to file its interim financial statements for the period ended April 30, 2000, which were due on June 29, 2000, Rose is not in default of any of the requirements of the Legislation.
5. Pursuant to the terms and conditions of an amalgamation agreement dated May 1, 2000, 3727955 Canada Ltd. ("3727955 Canada") , a corporation incorporated under the CBCA, and The Rose Corporation ("Predecessor Rose") completed a going private transaction (the “Amalgamation”). 3727955 Canada was the principal shareholder of Predecessor Rose.
6. Rose’s authorized capital consists of an unlimited number of common shares and an unlimited number of Class A redeemable preferred shares. There are 16,656,882 common shares outstanding and no Class A redeemable preferred shares outstanding (the “Shares”).
7. There are 10 beneficial holders of the Shares, (collectively the “Shareholders”):
(i) Malter Holdings Limited 5,182,817 shares
(ii) Stephen Morrison on behalf of RSP 122,692 shares
(iii) 1082975 Ontario Inc. 472,222 shares
(iv) Navidala Management Corp. 537,908 shares
(v) 1290264 Ontario Inc. 1,750,000 shares
(vi) 949350 Ontario Inc. 5,023,672 shares
(vii) 1175420 Ontario Inc. 1,616,589 shares
(viii) 592562 Ontario Inc. 1,106,068 shares
(ix) Canadian Council for Reform Judaism 722,222 shares
(x) Fern Morrison on behalf of RSP 122,692 shares
8. The following shareholders are owned by the Reisman Group:
(i) Malter Holdings Limited 100% directly owned
(ii) 1082975 Ontario Inc. 100% directly owned
(iii) Navidala Management Corp. 92% directly, 8% indirectly owned
(iv) 1290264 Ontario Inc. 100% indirectly owned
(v) 949350 Ontario Inc. 100% indirectly owned
(vi) 1175420 Ontario Inc. 51% indirectly owned
9. The Sam and Rose Reisman Family Trust holds approximately 86% of the common shares of the Reisman Group. Sam Reisman is a close business associate of Stephen Morrison, who holds 49% of 1175420 Ontario Inc. Fern Morrison is Stephen Morrison’s spouse. Sam Reisman previously donated 1,111,111 common shares of Rose to the Canadian Council for Reform Judaism and concurrently agreed to re-purchase such shares over a 10 year period.
10. Other than the Shares held by the Shareholders, there are no securities of Rose outstanding and there are no debt securities of Rose outstanding.
11. On May 4, 2000 the common shares of Rose were delisted from The Toronto Stock Exchange and no securities of Rose are listed or posted for trading on any stock exchange or market in Canada.
12. Rose does not intend to seek public financing by way of an issue of securities at this time.
AND WHEREAS pursuant to the System, this MRRS Decision Document evidences the decision of each Decision Maker (collectively, the “Decision”);
AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the Decision has been met;
THE DECISION of the Decision Makers pursuant to the Legislation is that Rose is deemed to have ceased to be a reporting issuer or the equivalent under the Legislation as of the date of this Decision.
DATED this 6th day of December, 2000.
John Hughes
Manager, Continuous Disclosure