Securities Law & Instruments


Headnote

Mutual Reliance Review System for Exemptive Relief Applications - order to cease tobe a reporting issuer - less than fifteen security holders in any jurisdiction.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c.S.5, as am., ss. 83.


IN THE MATTER OF
THE SECURITIES LEGISLATION OF ALBERTA, BRITISH COLUMBIA, SASKATCHEWAN, ONTARIO, QUEBEC, NOVA SCOTIA AND NEWFOUNDLAND

AND

IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF
RAILINK LTD.


MRRS DECISION DOCUMENT

1. WHEREAS the Canadian securities regulatory authority or regulator (the"Decision Maker") in each of Alberta, British Columbia, Saskatchewan, Ontario,Quebec, Nova Scotia and Newfoundland (the "Jurisdictions") has received anapplication from RaiLink Ltd. ("RaiLink") for a decision pursuant to the securitieslegislation of each of the Jurisdictions (the "Legislation") that RaiLink cease tobe a reporting issuer or the equivalent under the Legislation;

2. AND WHEREAS pursuant to the Mutual Reliance Review System for ExemptiveRelief Applications (the "System"), the Alberta Securities Commission is theprincipal regulator for this application;

3. AND WHEREAS RaiLink has represented to the Decision Makers that:

3.1 RaiLink was incorporated under the laws of Alberta on September 22,1983 as Alcentrans Holdings Limited and changed its name to CentralWestern Railway Holdings Corporation on February 15, 1989, to RaiLinkInvestments Limited on October 21, 1996 and to RaiLink Ltd. on April 21,1997;

3.2 the head office of RaiLink is in Edmonton, Alberta;

3.3 RaiLink is a reporting issuer or the equivalent under the Legislation;

 

3.4 RaiLink is not in default of any requirement of the Legislation;

3.5 pursuant to a take-over bid on or about May 28, 1999, RL AcquisitionCorp., a wholly-owned subsidiary of RailAmerica, Inc., acquiredapproximately 98% of the outstanding common shares of RaiLink (the"Shares"), and, using the compulsory acquisition procedure,subsequently acquired, on August 26, 1999, the remaining Shares;

3.6 RL Acquisition Corp. is the sole beneficial owner of the Shares;

3.7 the Shares were delisted from The Toronto Stock Exchange on August20, 1999 and no securities of RaiLink are listed on any stock exchange inCanada;

3.8 RaiLink has an outstanding debenture in the amount of $5,900,000 heldby Canadian National Railway Co. (the "Debenture"), which Debenture isnot convertible into any series of shares of RaiLink;

3.9 other than the Debenture and the Shares, RaiLink has no outstandingsecurities;

3.10 RaiLink has fewer than 15 securities holders whose latest address asshown on its books is in each of the Jurisdictions;

3.11 RaiLink does not intend to seek public financing by way of an issue ofsecurities at this time;

4. AND WHEREAS pursuant to the System, this MRRS Decision Documentevidences the decision of each Decision Maker (collectively, the "Decision");

5. AND WHEREAS each of the Decision Makers is satisfied that the test containedin the Legislation that provides the Decision Maker with the jurisdiction to makethe Decision has been met;

6. THE DECISION of the Decision Makers pursuant to the Legislation is thatRaiLink is deemed to have ceased to be a reporting issuer or the equivalentunder the Legislation as of the date of this Decision.

DATED at Calgary, Alberta this 6th day of January, 2000.

"Patricia M. Johnston", Director
Legal Services and Policy Development