| THE SECURITIES ACT | ) |
Order No. 5708 |
) |
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| Section 20(1) and 148(1) | ) |
May 23, 2008 |
ALDEAVISION SOLUTIONS INC.
WHEREAS:
(A) AldeaVision Solutions Inc. ("AVS") applies to The Manitoba Securities Commission ("Commission") for an order revoking Commission Order No. 5609 (the "Cease Trade Order") dated February 25, 2008 which ceased trading in the securities of AVS on the basis of failure to file required filings with the Commission under National Instrument 51-102 Continuous Disclosure Obligations.
(B) It has been represented to the Director as follows:
1. AVS is incorporated under the Canada Business Corporations Act and has been a reporting issuer in all Canadian provinces for over 10 years. AVS’s head office is located at 8550 Côte-de–Liesse, Saint-Laurent, Québec, H4T 1H2.
2. AVS is a provider of international video transmission services.
3. AVS has an authorized share capital consisting of an unlimited number of common shares, class A preferred shares and of class B preferred shares, of which 3,570,000 common shares are issued and outstanding (the "Common Shares"). No class A preferred shares or class B preferred shares are issued and outstanding.
4. The Common Shares were listed on the TSX Venture Exchange ("TSXV"). The TSXV de-listed the Common Shares on January 25, 2008 as a result of AVS’s failure to meet its listing requirements.
5. Currently no securities of AVS are traded on a marketplace as defined in National instrument 21-101 Marketplace Operation.
6. The Cease Trade Order was issued due to the failure by AVS to file a copy of its audited annual financial statements and annual MD&A for the year ended December 31, 2006 as required by Part XII of the Act and National Instrument 51-102.
7. AVS remains in default of its subsequent continuous disclosure for filing requirements under Manitoba Securities law and has not remedied the failure to file the audited annual financial statements and annual MD&A which resulted in the Cease Trade Order being issued.
8. On December 20, 2007 AVS obtained an Order (the "Order") from the Quebec Superior Court sanctioning a plan of arrangement and reorganization (the "Plan") under the Companies’ Creditors Arrangement Act (Canada) and the Canada Business Corporations Act (Canada).
9. The ultimate result of the Order and the Plan which was completed on January 11, 2008 was to reduce the number of shareholders of AVS to three, namely: (a) Capital Régional et Coopératif Desjardins (155,915 Common Shares); Desjardins Capital de Développement Montréal Métropolitain, Ouest et Nord du Québec Inc. (14,085 Common Shares); and (iii) Almiria Capital Corp. (3,400,000 Common Shares).
10. AVS has no securities, including debt securities, outstanding other than an aggregate of 3,570,000 Common Shares.
11. AVS applied to voluntarily surrender its status as a reporting issuer in British Columbia under BC Instrument 11-502 Voluntary Surrender of Reporting Issuer Status. AVS ceased to be a reporting issuer in British Columbia on April 9, 2008 and a cease trade ordered issued in British Columbia on the securities of the Filer was revoked on April 11, 2008.
12. AVS concurrently applied to the Autorité des Marchés Financiers, the Ontario Securities Commission and The Manitoba Securities Commission (the "Reporting Jurisdictions") for a decision that AVS is no longer a reporting issuer or the equivalent in each of the Reporting Jurisdictions. The relief sought was granted by the Reporting Jurisdictions on May 23, 2008.
13. The securities of AVS are currently also subject to cease trade orders issued by the security regulatory authorities in each of the provinces of Quebec and Ontario. AVS has concurrently applied for orders revoking those cease trade orders as well.
(C) In view of the foregoing, I am of the opinion that it would not be prejudicial to the public interest to issue this order.
I HEREBY ORDER pursuant to a delegation to me by the Commission under subsection 4(1) of the act of the powers in that behalf:
1. THAT pursuant to s.20(1) and s.148(1) of the Act, the Cease Trade Order be and is hereby revoked.
Director