Ontario Securities Commission
August 29, 2022
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
KNOWLEDGE FIRST FINANCIAL INC.
(the Filer)
AND
HERITAGE PLANS
(the Plan)
ORDER
Background
The principal regulator in the Jurisdiction has received an application from the Filer, on behalf of the Plan, for an order under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that the Plan has ceased to be a reporting issuer in all jurisdictions of Canada in which the Plan 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 each of the other provinces and territories of Canada.
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 Plan 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 Plan, 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 Plan, 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 publicly reported;
the Filer is applying for an order that the Plan has ceased to be a reporting issuer in all of the jurisdictions of Canada in which the Plan is a reporting issuer; and
the Plan is not in default of securities legislation in any jurisdiction.
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.
“Darren McKall”
Darren McKall, Manager,
Investment Funds and Structured Products Branch
Ontario Securities Commission
Application #2022/0385