Ontario Securities Commission Grants Order for UGE International Inc. to Cease Being a Reporting Issuer

Strategic Insights -

UGE International Inc. has been approved by the Ontario Securities Commission to cease being a reporting issuer in all jurisdictions of Canada after a statutory plan of arrangement was completed on August 15, 2024. The arrangement was between UGE International Ltd. and NOVA Infrastructure Fund II, LP, resulting in NOVA-Swift Holdco, LP becoming the sole shareholder of the Filer. The Filer has met the necessary conditions and representation requirements for the order, including not being an OTC reporting issuer and having no intention to seek public financing. The Ontario Securities Commission has found that the order meets the test set out in the Legislation for the principal regulator to make the order.

Key Takeaways:

  • The Ontario Securities Commission has granted an order for UGE International Inc. to cease being a reporting issuer in all jurisdictions of Canada.
  • The order is based on the completion of a statutory plan of arrangement on August 15, 2024, between UGE International Ltd. and NOVA Infrastructure Fund II, LP.
  • NOVA-Swift Holdco, LP has become the sole shareholder of UGE International Inc.
  • The Filer has met the necessary conditions, including having no intention to seek public financing and not being an OTC reporting issuer.
  • UGE International Inc. has not been eligible to use the simplified or modified procedure for ceasing to be a reporting issuer due to failing to file certain financial documents.
  • The Ontario Securities Commission has found that the order meets the test set out in the Legislation.

Statistics:

  • The statutory plan of arrangement was completed on August 15, 2024.
  • NOVA-Swift Holdco, LP is the sole shareholder of UGE International Inc.
  • The Filer has fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide.
  • No securities of the Filer are traded in Canada or another country on a marketplace.

Sources:

  • Ontario Securities Commission: IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO, and UGE INTERNATIONAL INC. (2024-09-23)
  • Multilateral Instrument 11-102 - Passport System
  • National Policy 11-206 - Process for Cease to be a Reporting Issuer Applications
  • National Instrument 14-101 - Definitions
  • Ontario Business Corporations Act
  • TSX Venture Exchange