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
May 26, 2026
IN THE MATTER OF
THE SECURITIES LEGISLATION OF ONTARIO
(THE “JURISDICTION”)
AND
IN THE MATTER OF
THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS
AND
IN THE MATTER OF
VETERINARY PURCHASING COMPANY LIMITED
(THE “FILER”)
DECISION
Background
The principal regulator in the Jurisdiction has received an application from the Filer (the “Requested Relief”) for a decision under the securities legislation of the Jurisdiction (the “Legislation”) that the prospectus requirement contained in the Legislation shall not apply to the issuance by the Filer of common shares to doctors of veterinary medicine licensed to practice within a province or territory of Canada and for an order from the principal regulator in the Jurisdiction that the Previous Ruling (as defined below) be revoked and superseded with this Decision.
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions:
the Ontario Securities Commission is the principal regulator for this application; and
the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11- 102 Passport System (“MI 11-102”) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, the Yukon Territory, Northwest Territories and Nunavut (together with Ontario, the “Jurisdictions”).
Interpretation
Terms defined in National Instrument 14-101 Definitions and MI 11-102 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:
The Filer was incorporated under the Business Corporations Act (Ontario) (the “OBCA”) by Articles of Incorporation, dated February 29, 1972, as thereafter amended (the “Articles”).
The Filer’s head office is located in St. Mary’s, Ontario.
The Filer’s fiscal year end is June 30.
Pursuant to the Articles, the Filer is authorized to issue an unlimited number of common shares (“Common Shares”), which is the only class of shares of the Filer.
The Filer obtained a ruling (the “Previous Ruling”) from the Ontario Securities Commission on July 23, 1987 providing that the issuance of Common Shares to doctors of veterinary medicine licensed to practice within the Province of Ontario are exempt under section 25 and 53 of the Securities Act (Ontario).
The Filer’s business is to operate as a centralized buying group on behalf of its shareholders (“Shareholders”) to improve access to and facilitate the distribution of medications and other clinic supplies used in the practice of veterinary medicine (collectively, clinic supplies) at competitive pricing. The Filer purchases, and resells to its Shareholder’s veterinary clinics, clinic supplies. Shareholder’s benefit from rebates and volume discounts.
The Filer proposes to expand its business activities from just the Province of Ontario to include all provinces and territories of Canada.
Pursuant to the OBCA, the rights of the holders of Common Shares are equal in all respects and include the rights, (a) to vote at all meetings of Shareholders; and (b) to receive the remaining property of the Filer upon dissolution.
Pursuant to the Bylaws of the Filer (the “By-Laws”), the Board of Directors of the Filer (the “Board”) may from time to time declare dividends payable to shareholders according to their respective rights and interests in the Filer.
Pursuant to the Articles and the unanimous shareholders agreement for the Filer dated October 11, 1972, as amended and restated August 13, 1986 (the “USA”) only doctors of veterinary medicine (“Vets”) licensed to practice within the Province of Ontario shall be entitled to be holders of Common Shares.
Pursuant to the USA, the price of a Common Share for purchase, sale or redemption shall be the value established annually by the Board.
Pursuant to the Articles, the Common Shares cannot be transferred to third parties and can only be tendered back to the Corporation for redemption pursuant to the USA.
The USA provides that a Vet may only subscribe for, and hold, one Common Share. Accordingly, each Shareholder of the Filer holds only one Common Share.
The USA provides that upon any Shareholder ceasing to practice veterinary medicine (from retirement, death or otherwise), or be declared bankrupt, or cease to have ownership in an accredited veterinary facility, then such Shareholder’s Common Share shall be sold to the Corporation for redemption at a price determined by the Board.
The Filer intends to amend the Articles and USA (the “Proposed Amendments”) to allow doctors of veterinary medicine licensed to practice in any of the provinces or territories of Canada to be entitled to be holders of Common Shares (not just the Province of Ontario).
The Filer had 890 Common Shares issued and outstanding as of March 20, 2026.
For the fiscal year 2026, the Board has set the price for issuing and redeeming Common Shares at $7,500 per share.
The Filer is not a reporting issuer in the Province of Ontario or in any other Jurisdiction where that concept exists, and the Filer has no intention of becoming a reporting issuer in the foreseeable future.
The Filer is not in default of securities legislation in any Jurisdiction.
No securities of the Filer are, and no securities of the Filer will be, traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operations or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported.
Annual audited financial statements are presented to the Shareholders of the Filer at each annual shareholders meeting of the Filer.
The Filer intends to allocate the surplus funds arising from the Filer’s operations as follows:
(a) to develop its business,
(b) to provide for reserves for its ongoing operations,
(c) as dividends on Comon Shares; or
(d) as a distribution among its Shareholders as patronage returns (as defined below).
The Filer does not intend to issue its Common Shares for a subscription price exceeding $10,000 per share.
Any distribution of retained earnings by way of dividends to the Vets has to be on an equal basis and cannot be pro-rated based on the dollar volume of purchases made by each Vet.
Historically, the vast majority of payments made by the Filer to its Shareholders have been in the form of rebates and discounts (“patronage returns”) which the Filer allocated to Shareholders based on a percentage of the purchase price made by each Shareholder’s clinic.
National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (“NI 31-103”) was adopted in September 2009. The Filer has considered whether, under NI 31-103 and the Legislation, it would be considered to be engaged in or holding itself out as engaging in the business of trading in securities and therefore required to register as a dealer. The Filer does not receive any fees or other income from engaging in trades or acts in furtherance of distributions and its activities do not have the attributes typical of a person or company carrying on the business of a dealer. Having considered these facts and the guidance provided in section 1.3 of the Companion Policy to NI 31-103, the Filer has concluded that it does not require relief from the registration requirements of the Legislation.
Decision
The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.
The decision of the principal regulator under the Legislation is that the Requested Relief is granted provided that:
- prior to the issuance of Common Shares to a Vet:
(a) the Filer delivers to such Vet:
(i) the current Articles, By-laws, and all amendments thereto;
(ii) the Filer’s most recent annual financial statements;
(iii) this decision; and
(iv) a statement to the effect that, as a consequence of this decision, certain protections, rights and remedies provided by the Legislation, including statutory rights of rescission or damages, will not be available to the Vet and that certain restrictions are imposed on the disposition of the Common Shares; and
(b) such Vet has executed a copy of the USA.
- the Requested Relief shall cease to be effective if:
(a) any of the provisions of the Articles, By-laws or the USA relevant to the Requested Relief are amended in any material respect (including the provisions relating to the transferability of the Common Shares), other than the Proposed Amendments, without written notice to, and consent of, the principal regulator;
(b) the Filer is no longer able to make, in all material respects, the representations set out in paragraph 4, 6, 8, 12, 13, 14, 22, 23 or 24 above without written notice to, and consent of, the principal regulator; or
(c) any securities of the Filer are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operations or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;
the Filer prepares and sends annual audited financial statements to each of its Shareholders on an annual basis; and
the first trade in any Common Share acquired by a Shareholder under this decision to a person or company, other than the Filer through the redemption or repurchase for cancellation of a Common Share, is deemed to be a distribution.
The further decision of the principal regulator under the Legislation is that the Previous Ruling is revoked.
DATED at Toronto, Ontario this 26th day of May 2026.
“David Surat”
Associate Vice-President
Corporate Finance Division
Ontario Securities Commission OSC File#: 2026-144