Headnote National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – application for an order that the issuer is not a reporting issuer under applicable securities laws – requested relief granted.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c.S.5, as am., ss.1(10)(a)(ii) CSA Staff Notice 12-307 Applications for a Decision that an Issuer is not a Reporting Issuer
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ONTARIO AND ALBERTA (THE JURISDICTIONS)
AND
IN THE MATTER OF
THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS
AND
IN THE MATTER OF
GLOBAL X DEVELOPMENT CORP. (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 filer 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 and have the same meaning in this decision, unless otherwise defined.
Representations
This decision is based on the following facts represented by the Filers:
The Filer was incorporated under the Business Corporations Act (British Columbia) on November 20, 2007. The Filer’s head office is located at 731 Princess Louise Drive, Ottawa, Ontario, K4A 3E5.
The Filer filed a prospectus (the Prospectus) in relation to a proposed initial public offering of common shares (the IPO) with the British Columbia Securities Commission (BCSC), Alberta Securities Commission and OSC on December 8, 2008. The Filer received a receipt for the Prospectus from the OSC, as principal regulator, on December 15, 2008. As a result, the Filer became a reporting issuer in Alberta, British Columbia and Ontario. The Filer never completed its IPO and has provided the notice contemplated by British Columbia Instrument 11-502 Voluntary Surrender of Reporting Issuer Status (BCI 11-502) to the BCSC. On February 23, 2012, the Filer received confirmation from the BCSC that it will cease to be a reporting issuer in British Columbia effective March 3, 2012.
The outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by less than 15 security holders in each of the jurisdictions in Canada and less than 51 security holders in total in Canada.
None of the Filer’s securities are listed, traded or quoted on a marketplace in Canada as defined in National Instrument 21-101 Marketplace Operation and the Filer does not intend to have its securities listed, traded or quoted on such a marketplace in Canada.
The Filer has no active business and the Filer has no planned business operations or prospects.
The Filer has no current intention to seek public financing by way of an offering of securities.
The Filer is applying for a decision that it is not a reporting issuer in all of the Jurisdictions.
The Filer is not currently in default of any of its obligations as a reporting issuer under the Securities Act (Ontario); other than the obligation to file its annual financial statements for the year ended October 31, 2011 and its Management Discussion and Analysis in respect of such financial statements as required under National Instrument 51-102 Continuous Disclosure Obligations and the related certification for such financial statements as required under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (the Annual Filings).
The Filer is not eligible to use the simplified procedure under CSA Staff Notice 12-307 Application For A Decision That An Issuer Is Not A Reporting Issuer because it is in default of its obligation to file the Annual Filings.
The Filer will not be a reporting issuer or the equivalent in any jurisdiction in Canada immediately following the granting of the Requested Relief, provided such relief is granted on or after March 3, 2012.
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.
“Paulette L. Kennedy” “Mary Condon”
Ontario Securities Commission Ontario Securities Commission