Headnote
National Policy 11-203 Process For Exemptive Relief Applications in Multiple Jurisdictions - Issuer is not a reporting issuer – Filer has no publicly held securities – Filer did not provide the British Columbia Securities Commission with a notice of surrender containing the prescribed representations as it wanted to avoid applicable waiting period
Applicable Legislative Provisions
Securities Act,R.S.O. 1990, c.S.5, as am., s.1(10)(b)
IN THE MATTER OF THE SECURITIES LEGISLATION OF BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN, MANITOBA, ONTARIO, QUEBEC, NEW BRUNSWICK, NOVA SCOTIA, PRINCE EDWARD ISLAND AND NEWFOUNDLAND AND LABRADOR (THE JURISDICTIONS)
AND
IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS
AND
IN THE MATTER OF CANADIAN REVOLVING AUTO FLOORPLAN TRUST
(THE FILER)
Decision
Background
The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) that the Applicant is not a reporting issuer (the Exemptive Relief Sought).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a coordinated review application):
(a) the Ontario Securities Commission is the principal regulator for this application, and
(b) the decision is the decision of the principal regulator and evidences the decision of each other Decision Maker.
Interpretation
Terms defined in National Instrument 14-101 Definitions have the same meaning if used in this decision, unless otherwise defined.
Representations
This decision is based on the following facts represented by the Filer:
The Filer is a special purpose trust created pursuant to a declaration of trust made as of November 13, 2001 under the laws of the Province of Ontario, the beneficiary of which is a charity registered under the Income Tax Act (Canada).
The issuer trustee is Montreal Trust Company of Canada, which carries out its administrative functions as issuer trustee at 100 University Avenue, 9th Floor, North Tower, Toronto, ON M5J 2YI.
The Filer carries on the business of (i) purchasing from Chrysler Financial Services Canada Inc. undivided co-ownership interest (each a Co-Ownership Interest) in a revolving pool of receivables originating from a portfolio of revolving floorplan financing arrangements with various automobile dealers of Chrysler Canada Inc. and other automobile manufacturers, the related security and other related assets, (ii) financing the purchase of Co-Ownership Interests, and (iii) engaging in related activities.
The purchase by the Filer of Co-Ownership Interests has been financed by the Filer issuing asset-backed notes (AB Notes) pursuant to a trust indenture dated December 18, 2001 (the Trust Indenture), and supplemental indentures particular to each series of asset-backed notes.
On August 17, 2009, the outstanding AB Notes were repaid in full.
The Filer did not use the simplified procedure under CSA Staff Notice 12-307 Applications for a Decision that an Issuer is not a Reporting Issuer (CSA Staff Notice 12-307), in order to avoid the minimum 10-day waiting period under BC Instrument 11-502 Voluntary Surrender of Reporting Issuer Status (which is one of the simplified procedure criteria under CSA Staff Notice 12-307) and to obtain a decision on or before August 30, 2009, being the deadline for the filing of its interim financial statements for the interim period ended June 30, 2009, management’s discussion & analysis relating to that interim period and interim certificates relating thereto.
The Filer is a reporting issuer in each of the provinces of Canada.
The Filer has applied for a decision that it is not a reporting issuer in all of the Jurisdictions in which it is currently a reporting issuer.
The Filer has no outstanding securities, including debt securities, in any Jurisdiction in Canada.
No securities of the Filer are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation.
The Filer is not in default of any of its obligations under the Legislation as a reporting issuer.
Decision
Each of the Decision Makers is satisfied that the Decision meets the test set out in the Legislation for the Decision Maker to make the Decision.
The decision of the Decision Makers under the Legislation is that the Exemptive Relief Sought is granted.
“Michael Brown”
Michael Brown
Assistant Manager, Corporate Finance
Ontario Securities Commission