Mutual Reliance Review System for Exemptive Relief Applications - issuer with onesecurity holder deemed to have ceased to be a reporting issuer.
Applicable Ontario Statutory Provisions
Securities Act, R.S.O. 1990, c.S.5, as am. s. 83.
IN THE MATTER OF
THE MUTUAL RELANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
INTERNATIONAL UNP HOLDINGS LTD.
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatory authority or regulator (the "DecisionMaker") in each of British Columbia, Alberta and Ontario (the "Jurisdictions") hasreceived an application from International UNP Holdings Ltd. ("UNP") for a decisionunder the securities legislation of the Jurisdictions (the "Legislation") that UNP bedeemed to have ceased to be a reporting issuer or the equivalent under theLegislation;
AND WHEREAS pursuant to the Mutual Reliance Review System for ExemptiveRelief Applications (the "System") the Ontario Securities Commission is the principalregulator for this application;
AND WHEREAS UNP has represented to the Decision Makers that:
1. UNP was incorporated under the laws of the Province of British Columbia onMarch 15, 1965 as a specifically limited company under the name Melard MiningLtd. UNP's current name was adopted on November 29, 1990. UNP wascontinued under the Canada Business Corporations Act (the "CBCA") byCertificate of Continuance dated July 20, 1993.
2. UNP's executive office is located in Warsaw, Poland and its registered officeand mailing address is located in Toronto, Ontario.
3. UNP is a reporting issuer or its equivalent under the Legislation.
4. The authorized capital of UNP consists of 200,000,000 common shares. As ofMarch 2, 2000, the issued capital of UNP consisted of 70,092,127 commonshares (the "UNP Shares").
5. The UNP Shares were listed and posted on The Toronto Stock Exchange (the"TSE").
6. On September 8, 1999, CHP Investors N.V. (the "Offeror") made an offer (theOffer") to purchase all of the outstanding UNP Shares not already owned by theOfferor. At the time, the Offeror owned 24.96% of the outstanding UNP Shares.
7. Holders of UNP Shares representing 99.2% of the outstanding UNP Sharestendered their UNP Shares to the Offer and the Offeror took up and paid forsuch shares on October 19, 1999.
8. On November 1, 1999, the Offeror sent a notice to all shareholders of UNP whohad not then tendered their UNP Shares to the Offer notifying them that theOfferor intended to exercise its rights of compulsory acquisition under Section206 of the CBCA.
9. Pursuant to the Offer, and the subsequent acquisition of the UNP Shares inaccordance with the compulsory acquisition provisions of the CBCA, the Offeroracquired all of the UNP Shares.
10. There are no issued and outstanding securities of UNP other than the UNPShares owned by the Offeror.
11. As of February 14, 2000, the UNP Shares were delisted from the TSE and arenot currently listed or quoted on any stock exchange or market.
12. Other than a failure to file its third quarter interim financial statements for thequarter ended October 31, 1999 (which were due on December 30, 1999), UNPis not in default of the Legislation in any of the Jurisdictions.
13. UNP does not intend to offer its securities to the public.
AND WHEREAS under the System, this MRRS Decision Document evidencesthe decision of each Decision Maker (collectively, the "Decision");
AND WHEREAS each of the Decision Makers is satisfied that the test containedin the Legislation that provides the Decision Makers with the jurisdiction to make theDecision has been met.
The Decision of the Decision Makers under the Legislation is that UNP isdeemed to have ceased to be a reporting issuer or the equivalent under theLegislation.
April 7th, 2000.