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 – 15 beneficial securityholders in Ontario - requested relief granted - section 1(10)(a)(ii) of the Securities Act (Ontario).
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
April 30, 2013
In the Matter of
the Securities Legislation of Alberta and Ontario
(the "Jurisdictions")
And
In the Matter of the Process for Exemptive
Relief Applications in Multiple Jurisdictions and In the Matter of
LOREX Technology Inc. (the "Filer")
DECISION
Background
The securities regulatory authority or regulator in each of the Jurisdictions (the "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 deemed to have ceased to be 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 MI 11-102 Passport System 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:
(a) The Filer is a corporation governed by the Business Corporations Act (Ontario) with its registered address located at 250 Royal Crest Court, Markham Ontario L3R 3S1.
(b) The Filer is a reporting issuer in the provinces of Alberta and Ontario.
(c) The Filer's authorized share capital consists of an unlimited number of common shares ("Shares").
(d) No securities of the Filer are listed on a marketplace as defined in National Instrument 21-101 Marketplace Operation. (“NI 21-101”) or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported.
(e) FLIR Systems, Inc. (“FLIR”) is a thermal imaging company incorporated pursuant to the laws of Ontario and is not a reporting issuer in any province in Canada. The common shares of FLIR are not listed on any exchange in Canada or world market.
(f) On October 24, 2012, pursuant to an arrangement agreement entered into between the Filer and FLIR (the “Agreement”), FLIR agreed, through a court ordered plan of arrangement (the “Arrangement”), to acquire all of the issued and outstanding Shares. Pursuant to the Agreement, FLIR agreed to pay C$1.30 per one common share of the Applicant.
(g) Prior to consummation of the transactions described above, the Shares were listed for trading on the TSXV under the symbol "LOX".
(h) Other than as described above, the Filer has no other securities issued and outstanding.
(i) On December 20, 2012, an application was made to delist the Shares from the TSXV. Such Shares were delisted on the close of business on December 27, 2012.
(j) The Filer has no intention to seek public financing by way of an offering of securities.
(k) The Filer is applying for relief to cease to be a reporting issuer in all jurisdictions of Canada in which it is currently a reporting issuer.
(l) The Filer is not in default of any requirement of the securities legislation in any of the Jurisdictions except for the obligation to file its annual financial statements for the period ended September 30, 2012 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 of such financial statements as required under Multilateral Instrument 52-109 - Certification of Disclosure in Filers' Annual and Interim Filings, all of which became due on January 28, 2013.
(m) All of the Shares are owned by FLIR.
(n) All outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 security holders in each of the jurisdictions in Canada and fewer than 51 security holders in total in Canada.
(o) The Filer, upon the grant of the Exemptive Relief Sought, will no longer be a reporting issuer or the equivalent in any jurisdiction in Canada.
(p) The Filer has filed a notice with the British Columbia Securities Commission under BC Instrument 11-502 – Voluntary Surrender of Reporting Issuer Status and the Filer has been notified that its non-reporting status in British Columbia is effective as of January 18, 2013.
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.
“Edward P. Kerwin” “Anne Marie Ryan”
Commissioner
Commissioner
Ontario Securities Commission
Ontario Securities Commission