Applicant deemed to have ceased to be offering its securities to the public under the Business Corporations Act (Ontario).
Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 1(6).
IN THE MATTER OF THE BUSINESS CORPORATIONS ACT (ONTARIO), R.S.O. 1990, c. B.16, AS AMENDED (the OBCA) AND IN THE MATTER OF TORSTAR CORPORATION (the Applicant)
ORDER (Subsection 1(6) of the OBCA)
UPON the application of the Applicant to the Ontario Securities Commission (the Commission) for an order pursuant to subsection 1(6) of the OBCA to be deemed to have ceased to be offering its securities to the public;
AND UPON the Applicant representing to the Commission that:
1. The Applicant is an "offering corporation" as defined in subsection 1(1) of the OBCA.
2. The Applicant's head office is located at One Yonge Street, 5th Floor, Toronto, Ontario, M5E 1E6.
3. The Applicant has an authorized capital consisting of an unlimited number of Class A shares, an unlimited number of Class B non-voting shares and 15,000,000 First Preference shares, of which 9,803,535 Class A shares; 71,615,373 Class B non-voting shares and nil First Preference shares are issued and outstanding as of the date hereof.
4. On August 5, 2020, NordStar Capital LP (the Purchaser) acquired all of the issued and outstanding shares of the Applicant pursuant to a plan of arrangement under section 182 of the OBCA (the Arrangement).
5. The Arrangement was approved by shareholders of the Applicant at a special meeting held on July 21, 2020.
6. The Arrangement was approved by the Ontario Superior Court of Justice (Commercial List) on July 27, 2020.
7. The Class B non-voting shares of the Applicant had been listed and posted for trading on the Toronto Stock Exchange (the TSX) under the symbol "TS.B". The Class B non-voting shares were delisted from the TSX as at the close of trading on August 6, 2020. Prior to the completion of the Arrangement, the Class A shares of the Applicant were not listed on any marketplace.
8. As of the date of this order and as a result of the Arrangement, all of the outstanding shares of the Applicant are beneficially owned, directly or indirectly, by the Purchaser.
9. No other securities of the Applicant, including debt securities, are listed, traded or quoted 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.
10. The Applicant has no intention to seek public financing by way of an offering of securities.
11. The Applicant is a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador (the Jurisdictions).
12. On August 12, 2020, the Applicant was granted an order (the Order) pursuant to subclause 1(10)(a)(ii) of the Securities Act (Ontario) that it is not a reporting issuer in Ontario and is not a reporting issuer or the equivalent in any other jurisdiction of Canada in accordance with National Policy 11-206 Process for Cease to be a Reporting Issuer Applications.
13. The Applicant is not in default of any securities legislation in any Jurisdiction in Canada.
AND UPON the Commission being satisfied to do so would not be prejudicial to the public interest;
IT IS ORDERED by the Commission pursuant to subsection 1(6) of the OBCA, that the Applicant is deemed to have ceased to be offering its securities to the public.
DATED at Toronto on this 21st day of August, 2020.
Ontario Securities Commission
"Mary Anne De Monte-Whelan"
Ontario Securities Commission