Securities Law & Instruments


Headnote

Issuer deemed to have ceased to be a reporting issuer under the Act - one securityholderremaining

Statutes Cited

Securities Act, R.S.O. 1990, c.S.5, as am., ss. 1(1), 6(3) and 83.


IN THE MATTER OF THE SECURITIES ACT
R.S.O. 1999, CHAPTER S.5, AS AMENDED (THE "ACT")

AND

IN THE MATTER OF
TEMBEC INDUSTRIES INC.

AND

MALETTE QUÉBEC INC.

ORDER
(Section 83 of the Act)


UPON the application of Tembec Industries Inc. ("Tembec") on behalf of MaletteQuebec Inc. ("MQI") to the Ontario Securities Commission (the "Commission") for adecision under section 83 of the Act that MQI be deemed to have ceased to be a reportingissuer;

AND UPON considering the application and the recommendation of the staff of theCommission;

AND UPON Tembec having represented to the Commission as follows:

1. MQI was organized on July 13, 1990 pursuant to the Canada BusinessCorporations Act;

2. MQI, is a reporting issuer in all provinces and territories of Canada;

3. The authorized capital of MQI consists of an unlimited number of common shares(the "Common Shares"), an unlimited number of Class A preferred shares ("ClassA Shares") and an unlimited number of Class B preferred shares ("Class BShares"), of which 28,012,131 Common Shares, 2,200 Class A Shares and 25,579Class B Shares are issued and outstanding;

4. Pursuant to an offer (the "Offer") made on January 11, 2000 by MQI HoldingInc.("MQI Holding"), an indirect wholly-owned subsidiary of Tembec, to purchaseall outstanding common shares of MQI (the "Common Shares") not already held byMQI Holding or its affiliates for $3.20 cash per Common Share, 98.1% of theCommon Shares were deposited, taken up and paid for by MQI Holding;

5. On February 4, 2000, MQI Holding mailed a compulsory acquisition notice to thepersons who had not accepted the Offer (the "Dissenting Offerees") pursuant to theprovisions of the Canada Business Corporations Act ("CBCA") to acquire anyCommon Shares held by the Dissenting Offerees on the same terms as those onwhich MQI Holding acquired the Common Shares of the shareholders of MQI whohad accepted the Offer;

6. All of the Common Shares have been acquired by MQI Holding and MQI Holdingis the sole beneficial holder of Common Shares of MQI;

7. Tembec and MQI Holding are the beneficial holders of all of the outstanding ClassA Shares and Class B Shares.

8. Other than the Common Shares, Class A Shares and Class B Shares, MQI has noother outstanding securities; and

9. The Common Shares were delisted from The Toronto Stock Exchange at the closeof business on February 29, 2000.

AND UPON the Commission being satisfied that to do so would not be prejudicialto the public interest;

IT IS ORDERED pursuant to section 83 of the Act that MQI be deemed to haveceased to be a reporting issuer.

March 10th, 2000.

"Margo Paul"