Landry Investment Management Inc. et al.
National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- The issuer ceased to be a reporting issuer under securities legislation.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).
February 10, 2020
IN THE MATTER OF THE SECURITIES LEGISLATION OF QUÉBEC AND ONTARIO (the Jurisdictions) AND IN THE MATTER OF THE PROCESS FOR CEASE TO BE A REPORTING ISSUER APPLICATIONS AND IN THE MATTER OF LANDRY INVESTMENT MANAGEMENT INC. (the Filer) AND LANDRY CANADIAN EQUITY FUND, LANDRY U.S. EQUITY FUND, LANDRY GLOBAL EQUITY FUND (the Funds)
The securities regulatory authority in each of the Jurisdictions (Decision Maker) has received an application from the Filer for an order under the securities legislation of the Jurisdictions (the Legislation) that each Fund 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 dual application):
a) the Autorité des marchés financiers is the principal regulator for this application,
b) the Filer has provided notice that subsection 4C.5(1) of Regulation 11-102 respecting Passport System, CQLR, c. V-1.1, r.1 (Regulation 11-102) is intended to be relied upon in Ontario, and
c) this order is the order of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
Terms defined in Regulation 14-101 respecting Definitions, CQLR, c. V-1.1, r.3, Regulation 11-102 and, in Québec, in Regulation 14-501Q respecting Definitions, CQLR, c. V-1.1, r.4 have the same meaning if used in this order, unless otherwise defined.
This order is based on the following facts represented by the Filer:
1. The Filer, a company incorporated under the laws of Canada having its principal office at Montreal, Quebec, is registered as an investment fund manager and portfolio manager in Quebec and Ontario, as an exempt market dealer in Quebec, as a portfolio manager in Alberta, British Columbia, Yukon, and as an investment fund manager in Newfoundland and Labrador.
2. The Filer is the investment fund manager and portfolio manager of the Funds, which were established under the laws of Ontario.
3. The Funds are reporting issuers in Québec and Ontario.
Class A and Class F Units of the Funds
4. Until March 12, 2019, the units of class A and class F of the Funds were offered by simplified prospectus in Québec and Ontario, while no other units of the Funds were offered by prospectus.
5. With the exception of one unitholder of class F of the Landry Canadian Equity Fund and one unitholder of the class F of the Landry Global Equity Fund, all holders of class A and class F units of the Funds have entered into discretionary management agreements with Landry at the time they became subscribers of the Funds. The two abovementioned holders of class F who have not entered into discretionary management agreements with the Filer qualify today, and at the time they became subscribers of the Funds, as accredited investors.
6. All holders of units of the class A and class F of the Funds meet the requirements of Regulation 45-106 respecting Prospectus Exemptions, CQLR, c. V-1.1, r.21 (Regulation 45-106) in order to benefit from a prospectus exemption.
7. Considering all unitholders of the Funds qualify as accredited investors, that the Funds have ceased to offer any of its units to the public through simplified prospectus and that the Funds will make significant savings, it is in the best interest of the Funds to cease to be reporting issuers.
8. As of the date of this decision, the Filer does not intend to enter into any transaction affecting unitholders rights, having the effect of transferring unitholders into another legal entity, merging the Funds' assets with another legal entity, or making unitholders become holders of securities of a new legal entity. Except for the loss of their reporting issuer status, as of the date of this Decision, the Funds in which unitholders are currently invested will remain the same and their investment objectives will not change due to the loss of reporting issuer status. In the future, should the Filer decide to complete any reorganization involving the Funds it will complete such reorganization in accordance with the terms of the Funds' constating documents.
9. None of the current unitholders of class A and class F of the Funds have, in their investment policies, investment restrictions which restrict them to investing exclusively in investment funds distributed by way of prospectus.
10. The Filer will ensure that all future unitholders of the Funds will enter into discretionary account management agreements or otherwise qualify as "accredited investors" as defined in Regulation 45-106.
11. On February 6, 2019, the independent review committee of the Funds recommended that the Funds cease to offer their class A and F units through simplified prospectus and apply to surrender their status as reporting issuer in accordance with section 5.3 of Regulation 81-107 respecting Independent Review Committee for Investment Funds, CQLR, c. V-1.1, r.43.
12. The Filer will ensure that the Funds comply with all the requirements established by the securities legislations of Québec and Ontario as they pertain to investment funds that are not reporting issuers, including the provisions of Regulation 81-106 respecting Investment Fund Continuous Disclosure, CQLR, c. V-1.1, r.42 applicable to non-reporting issuers.
13. The Filer and the Funds are not in default of securities legislation in any jurisdiction of Canada.
14. The Funds are not eligible to cease being reporting issuers pursuant to the simplified procedure in section 19 of Policy Statement 11-206 respecting process for cease to be a reporting issuer applications because the number of outstanding securities, including debt securities, of each Fund are beneficially owned, directly or indirectly, by more than 15 securityholders in one or more jurisdictions in Canada and more than 51 securityholders in total worldwide.
15. None of the Funds are OTC reporting issuers under Regulation 51-105 respecting Issuers Quoted in the U.S. Over-the-Counter Markets, CQLR, c. V-1.1, r.24.1.
16. No securities of any of the Funds are traded in Canada or another country on a marketplace as defined in Regulation 21-101 respecting Marketplace Operation, CQLR, c. V-1.1, r.5 or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported.
17. The Order Sought is not detrimental to the protection of investors.
18. Upon granting of the Order Sought, the Funds will not be reporting issuers or the equivalent in any jurisdiction in Canada.
Each of the Decision Makers is satisfied that the order meets the test set out in the Legislation for the Decision Maker to make the order.
The decision of the Decision Makers under the Legislation is that the Order Sought is granted.