Ontario Commission des 22nd Floor 22e étage Securities valeurs mobilières 20 Queen Street West 20, rue queen ouest Commission de l’Ontario Toronto ON M5H 3S8 Toronto ON M5H 3S8
September 23, 2024
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 UGE INTERNATIONAL INC. (the "Filer")
Order
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 Alberta and British Columbia (the "Jurisdictions").
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 was continued under the laws of the State of Delaware. The Filer's Canadian head office is located at 56 Temperance St, 7th Floor, Toronto, Ontario, M5H 3V5.
The Filer is a reporting issuer in the provinces of Ontario, Alberta and British Columbia.
On May 29, 2024, UGE International Ltd. and NOVA Infrastructure Fund II, LP, through its affiliated entity, 1000896425 Ontario Ltd. (the "Purchaser"), entered into an arrangement agreement pursuant to which the Purchaser agreed to acquire all of the issued and outstanding common shares of the Filer (the "Filer Shares") pursuant to a statutory plan of arrangement under section 182 of the Business Corporations Act (Ontario) (the "Arrangement").
The Arrangement was approved by holders of the Filer Shares, compensation warrants to purchase Filer shares, and the convertible debentures issued by the Filer (collectively, the “Securityholders”) on July 31, 2024 and by the Ontario Superior Court of Justice (Commercial List) on August 6, 2024.
The full details of the Arrangement and the intention of the Filer to make an application to cease to be a reporting issuer were contained in a management information circular of the Filer dated June 28, 2024 and a news release dated August 16, 2024, copies of which are available under the Filer's profile on www.sedarplus.ca.
Pursuant to the Arrangement:
(a) each shareholder of UGE International Ltd., other than certain management representatives and shareholders of UGE (the "Rollover Shareholders") received cash consideration of C$2.00 per Filer Share.
(b) the Rollover Shareholders exchanged their Filer Shares for Class A LP units in NOVA-SWIFT HoldCo, LP, a limited partnership formed under the laws of the State of Delaware.
On August 15, 2024, the Arrangement took effect and the Purchaser acquired all of the issued and outstanding Filer Shares, and the Filer Shares were de-listed from the TSX Venture Exchange at the close of trading on August 19, 2024.
The Arrangement included the amalgamation of UGE International Ltd. and UGE Consulting Services Co. Ltd., which continued as one corporation ("Amalco 1") and the subsequent amalgamation of Amalco 1 and the Purchaser, which continued as one corporation ("Amalco 2"). Pursuant to the Arrangement, the name of Amalco 2 was UGE International Ltd. On August 22, 2024, Amalco 2 continued out of Ontario to Delaware (the "Continuance").
Following the Continuance, Amalco 2 changed its name to UGE International Inc. NOVA-Swift Holdco, LP, the sole shareholder of the Purchaser prior to the Arrangement, is now the sole shareholder of 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 publicly reported.
The Filer has no intention to seek public financing by way of an offering of securities.
The Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the Jurisdictions.
The Filer is not eligible to use the simplified procedure under section 19 of National Policy 11-206 – Process for Cease to be a Reporting Issuer Applications ("NP 11-206") because the Filer has been noted in default as a result of its failure to file interim financial statements, management’s discussion and analysis, and related certifications of interim fillings for the period ended June 30, 2024 (collectively, the "Filings"), which were due on August 29, 2024 in accordance with National Instrument 51-102 Continuous Disclosure Obligations.
The Filer is not eligible to use the modified procedure noted in section 20 of NP 11-206 because, among other things, the Filer has represented that no securities of the Filer are traded in Canada or another country on a marketplace.
But for the fact the Filer is in default of securities legislation as a result of failing to file the Filings that were due after the completion of the Arrangement, the Filer would be eligible for the simplified procedure set out in NP 11-206.
Upon granting of the Order Sought, the Filer will not be a reporting issuer or equivalent in any jurisdiction of 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.
“David Surat” David Surat Manager Ontario Securities Commission OSC File #: 2024/0509