Corporate Matters – current | Boale, Wood and Company

Updated Nov 28, 2019

This page is for information purposes only and you should consult your professional advisor if you have any questions or are uncertain as to your rights or obligations.

On November 10, 2017, All Canadian Investment Corporation (“ACIC”) obtained a court order (the “Initial Order”) from the Supreme Court of British Columbia pursuant to the Companies’ Creditors Arrangement Act (“CCAA”). Boale, Wood & Company Ltd. has been appointed as Monitor.

The Initial Order provided ACIC with a Stay of Proceedings against all actions by the company’s creditors, including investors, until December 9, 2017.

Since the date of the Initial Order there have been several Orders made copies of which are provided below along with other documents filed in these proceedings.

On June 11, 2018, the Court extended the stay of proceedings until September 7, 2018, to allow time for ACIC to develop its Plan including a claims process and determination of the creditor/shareholder classes for the purpose of distributions under the Plan.

On an application of ACIC, the Court granted an Order approving the sale of Lot 5 of the Garden Bay Properties on August 30, 2018

On September 6, 2018, on an application of ACIC, the Court granted an extension of the stay of proceedings until November 7, 2018, to allow time for ACIC to further develop its Plan for the stakeholders including a claims process and determination of the creditor/shareholder classes for the purpose of distributions under the Plan.

On October 19, 2018, the Court granted a short extension of the stay of proceedings from November 7, 2018 to November 14, 2018 and a hearing is scheduled on November 9, 2018 with respect to this matter.

On October 29, 2018, a hearing was scheduled with respect to an application that has been made by counsel for BDO Canada LLP for an Order requiring the Petitioner to post security for costs with respect to the action commenced by the Petitioner against BDO Canada LLP.

On November 9, 2018, the Court pronounced an Order in the CCAA proceedings, amongst other things, extending the stay to Thursday, November 22, 2018, suspending the power and authority of Don Bergman over the Petitioner’s property or business, and expanding the powers and authority of the Monitor.

On November 22, 2018, the Court granted an Order in the CCAA proceedings extending the stay of proceedings to January 25, 2019. The next hearing in the CCAA proceeding is scheduled for Friday, January 11, 2019.

On December 4 & 7, 2018 the Monitor attended Court to seek approval to release certificates of pending litigation against the Beta properties that are owned by the Censorio group of companies to allow for the sale of the Beta properties to proceed. Upon hearing from counsel for the Petitioner, Monitor and Peter Censorio, Mr. Justice Walker Ordered that the Monitor be authorized to instruct Watson Goepel LLP to execute and deliver releases of the certificates of pending litigation for the Beta properties.

On January 11, 2019, an Order was pronounced by Mr. Justice Walker in the CCAA proceedings dealing with the protocol for an application with respect to the classification of the Preferred Shareholders.

On January 18, 2019, the Petitioner made an application for a further extension of the stay of proceedings to April 26, 2019. All the relevant material for the Application and the Monitor’s 11th Report have been updated below.

On January 23, 2019, the Court granted an Order in the CCAA proceedings extending the stay of proceedings to May 3, 2019.

On April 26, 2019, the Court granted an Order in the CCAA proceedings extending the stay of proceedings to October 1, 2019.

On an application of ACIC, the Court granted an Order approving the sale of Lot 137 on August 1, 2019. A copy of the Order Made After Application dated August 1, 2019 is available below.

On an application of ACIC, the Court granted an Order approving the sale of Unit 1703 on August 15, 2019. A copy of the Order Made After Application dated August 15, 2019 is available below.

On September 11, 2019, the Petitioner made an Application to Court for an Order to remove the charges registered against the Altezza Lands upon closing of a sale of the property. The Court granted an Order allowing the discharge of charges against the Altezza Lands. A copy of the Order Made After Application dated September 11, 2019 is available below.

On September 27, 2019, the Court granted an Order in the CCAA proceedings extending the stay of proceedings to November 15, 2019.

On November 6, 2019, the Court granted an Order in the CCAA proceedings extending the stay of proceedings to February 6, 2020.

On November 18, 2019, the Court granted Orders in the CCAA Proceeding including a Claims Process Order. A copy of these Orders, including the Claims Process Order as well as a copy of the Claims Package are available below.

On November 25, 2019, the Court granted Orders regarding the sale of the Altezza Properties Ltd. and the appointment of McEown and Associates Ltd. as Monitor in the CCAA Proceedings in place of Boale, Wood & Company Ltd. Copies of the Orders are available below.

For further information on this proceeding, please contact John McEown at (604) 558-8020 at jm@mceownassociates.ca

Creditors – Claims Procedure

Order Made After Application (Claims Process Order) dated November 18, 2019 – Registry Stamped Nov 25, 2019

Court Application re transfer from Boale, Wood to McEown and Associates Ltd.

Notice of Application re Transfer from Boale, Wood to McEown and Associates Ltd. (unfiled copy)
Affidavit # 5 of John McEown dated Nov 22, 2019 – Registry Stamped Nov 22, 2019
Order Made After Application dated Nov 25, 2019 – Registry Stamped Nov 25, 2019
Ltr to Creditors re Claims Process
Claims Package

Preferred Shareholders Application

The Preferred Shareholders Application is an application made by ACIC for directions with respect to the classification of preferred shareholders which formally requested redemption of their shares prior to November 10, 2017, the date the CCAA proceedings commenced. The hearing of this application was originally scheduled to commence on April 24, 2019.

The Preferred Shareholders Application was heard on June 18 to 20, 2019. The Honorable Mr. Justice walker issued his Reasons for Judgement regarding the matter of the status of the preferred shareholders on September 4, 2019.

In his reasons the Honorable Mr. Justice Walker concluded that those preferred shareholders that delivered redemption notices prior to the commencement of the CCAA proceedings (the redeeming preferred shareholders) did not change their preferred shareholder status to that of a creditor and that all preferred shareholders are equity claimants of ACIC.

A copy of the Reasons for Judgement dated September 4, 2019 and the Court Order for same are available below.

Notice of Application dated January 24, 2019 – Registry Stamped January 25, 2019
Bergman Affidavit # 10 dated January 24, 2019 – Registry Stamped January 25, 2019
Affidavit # 2 of Hand-Uwe Andersen – Registry Stamped April 10, 2019
Application Response of Redeeming Shareholders – Registry Stamped April 10, 2019
Bergman Affidavit # 12 dated May 23, 2019 – Registry Stamped May 23, 2019
Application Response of the Non-Redeeming Shareholders – Registry Stamped May 23, 2019
Affidavit # 1 of Allan Backman – Registry Stamped June 12, 2019
Affidavit # 1 of James Hancock – Registry Stamped June 12, 2019
Application Response of 1083163 Alberta Ltd. – Registry Stamped June 12, 2019
Application Response of James Hancock – Registry Stamped June 12, 2019
Reasons for Judgement – Judge Walker re All Canadian Investment Corporation (Re) dated September 4, 2019
Order Made After Application (Sept 4) – registry stamped 19 November 2019

Preferred Shareholders Application for March 26, 2019

Notice of Application dated March 15, 2019 – Registry Stamped March 15, 2019
Affidavit # 1 of H. Andresen
Affidavit # 1 of G. Parfenuik
Affidavit # 1 of J. Wolska

Monitor’s Reports on Cash Flow Statement
Monitor’s Report on Cash Flow Statement dated November 30, 2017
Monitor’s Report on Cash Flow Statement dated September 13, 2018
Monitor’s Report on Cash Flow Statement dated November 7, 2018

All Canadian Investment Corporation v. BDO Canada LLP

Affidavit #1 of D Bergman S1710393 (1 of 2) filed November 8, 2017
Affidavit #1 of D Bergman S1710393 (2 of 2) filed November 8, 2017
Notice of Civil Claim filed March 1, 2018
Counterclaim filed March 29, 2018
Response to Counterclaim of ACIC, Filed April 18 2018
Third Party Notice filed April 19, 2018
Response to Third Party Notice of D. Bergman filed June 8, 2018
Affidavit #6 of D Bergman S1710393 filed June 11, 2018
Notice of Application filed June 25, 2018
Notice of Application filed July 20, 2018
Affidavit # 1 of A Greer filed July 20, 2018
Affidavit #1 of A Spencer filed July 20, 2018
Affidavit of J Johnson filed July 20, 2018
Affidavit of Z Hecimovic filed July 20, 2018
Application Response filed August 9, 2018v
Affidavit #1 of J. McEown filed August 9, 2018
Affidavit #1 of D Bergman filed August 13, 2018
Affidavit #2 of A Greer filed August 20, 2018
Court Order re BDO Security for Costs Application dated November 23rd , 2018

Notice of Application of Hans-Uwe Andresen for November 26, 2019

Notice of Application (Applicant: Hank Andresen) dated November 8, 2019 – Registry Stamped November 8, 2019
Affidavit # 4 of Joanna Wolska dated November 5, 2019 – Registry Stamped November 8, 2019
Response of Petitioner to Hans-Uwe Andresen – Registry stamped November 15, 2019
Application Response of Monitor to Hans-Uwe Andresen – Registry filed November 15, 2019
Amended Notice of Application of Hans-Uwe Andresen – Registry filed November 19, 2019
Letter & Requisition to cancel Nov 26, 2019 Notice of Application

Creditors
Notice to Creditors

Other Information
Creditor List
Service List
Email Service List

December 21, 2016

Please be advised that on November 18, 2016 8640025 Canada Inc. (“864”) filed a Notice of Intention (“NOI”) to make a Proposal pursuant to the Bankruptcy and Insolvency Act (“BIA”) and Boale, Wood & Company Ltd. was appointed as Trustee. A copy of the Certificate of Filing and the Notice of Stay of Proceedings can be found below.

On November 25, 2016 the NOI proceeding was continued, by order of the Supreme Court of British Columbia, into a proceeding commenced by 864 and Teliphone Data Centers Inc. (together referred to hereinafter as the “Companies”) under the Companies’ Creditors Arrangement Act (“CCAA”) (”Order dated November 25, 2016”).

On November 30, 2016 the Supreme Court of British Columbia issued a further order, amending and restating the Order dated November 25, 2016 with respect to the Companies (“Order dated November 30, 2016”). The Order dated November 30, 2016 appointed Boale, Wood & Company Ltd as Monitor of the Companies.

On December 21, 2016, on application made by the Petitioners, the Supreme Court of British Columbia granted an Order confirming and extending the Initial Order and stay to January 20, 2017.

On December 21, 2016, the Supreme Court of British Columbia issued an order discharging Boale, Wood & Company Ltd. as monitor and appointing Ernst & Young Inc. as monitor effective immediately.

For further information on this proceeding, please refer to the webpage of the current monitor, Ernst & Young Inc.

8640025 Canada Inc. (dba Teliphone Navigata-Westel Communication) and
Teliphone Data Centers Inc.

Notice of Intention

Certificate of Filing of NOI
Notice of Stay of Proceedings

Companies’ Creditors Arrangement Act

Notice of Application
Petition to the Court
Order dated November 25, 2015 (to be posted on receipt)
Order dated November 30, 2016
Notice to Creditors dated December 5, 2016
Creditor List for 8640025 Canada Inc. dba Teliphone Navigata-Westel Communication
Creditor List for Teliphone Data Centers Inc.
Service List
Monitor’s Report on Cash Flow Statement dated December 13, 2016
First Report to the Court dated December 19, 2016

Order dated December 21, 2016 (Order appointing Ernst & Young Inc. as Monitor)

Kelowna Mountain Development Services Ltd. et al.

0744860 B.C. Ltd.

All Canadian Investment Corporation

Delbrook Surgical Centre Inc.

Telco Management Inc. & C-W Agencies Inc.

Butler Brothers Construction Inc.

Wascana Restoration Ltd.

8640025 Canada Inc. (dba Teliphone Navigata-Westel Communication) & Teliphone Data Centers Inc.

677673 B.C. Ltd.

Roadhouse Holdings Ltd. et. al.

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