April 30, 2019
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ONTARIO
(the Jurisdiction)
AND
IN THE MATTER OF
THE PROCESS FOR CEASE TO BE A REPORTING ISSUER
APPLICATIONS
AND
IN THE MATTER OF
BIG 8 SPLIT INC.
(the Filer)
Background
The principal regulator in the Jurisdiction has received an application from the Filer for an order under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).
Under the Process for Cease to be a Reporting Issuer Applications (for a passport application):
(a) the Ontario Securities Commission is the principal regulator for this application, and
(b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in all of the Provinces and Territories of Canada (other than Ontario).
Interpretation
Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.
Representations
This order is based on the following facts represented by the Filer:
the Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets;
the outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide;
no securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publically reported;
the Filer is applying for an order that the Filer has ceased to be a reporting issuer in all the jurisdictions of Canada in which it is a reporting issuer;
the Filer has no current intention to seek public financing by way of an offering of its securities in Canada;
the Filer is not in default of securities legislation in any jurisdiction, other than the obligation of the Filer to file: (i) its annual financial statements for the financial year ended December 15, 2018; and (ii) its annual management report of fund performance for the financial year ended December 15, 2018;
the Filer is not eligible to use the the simplified procedure under National Policy 11-206 Process for Cease to be a Reporting Issuer Applications because of the Defaults; and
upon granting of the Order Sought, the Filer will not be a reporting issuer in any jurisdiction in Canada.
Order
The principal regulator is satisfied that the order meets the test set out in the Legislation for the principal regulator to make the order.
The decision of the principal regulator under the Legislation is that the Order Sought is granted.
“M. Cecilia Williams” “Garnet W. Fenn”
M. Cecilia Williams Garnet W. Fenn
Commissioner Commissioner
Ontario Securities Commission Ontario Securities Commission