Mutual Reliance Review System for Exemptive Relief Applications - Issuer deemed tohave ceased being 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 RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
THE NEW PROVIDENCE DEVELOPMENT COMPANY LIMITED
MRRS DECISION DOCUMENT
WHEREAS the Canadian securities regulatory authority or regulator (the "DecisionMaker") in each of the provinces of Alberta, Saskatchewan, Ontario and Québec (the"Jurisdictions") has received an application from The New Providence DevelopmentCompany Limited ("NPDC") for a decision under the securities legislation of theJurisdictions (the "Legislation") that NPDC is deemed to have ceased to be a reportingissuer, or its equivalent, under the Legislation;
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 NPDC has represented to the Decision Makers that:
1. NPDC was formed pursuant to a certificate of merger issued by the Registrar ofCompanies of the Commonwealth of The Bahamas (the "Registrar") under theCompanies Act, 1992 of The Bahamas on or about February 14, 2000 as a resultof the merger (the "Merger") of ENAJ International (Bahamas) Limited ("ENAJ") anda predecessor company named The New Providence Development CompanyLimited ("Old NPDC").
2. NPDC is a reporting issuer, or the equivalent concept, under the Legislation.
3. NPDC is not in default of any requirements under the Legislation.
4. The authorized capital of NPDC consists of B$5,000 divided into 5,000 ordinaryshares having a par value of B$1.00 each.
5. The authorized capital of Old NPDC consisted of 32,000,000 ordinary shares (the"Ordinary Shares") of no par value, of which 24,164,807 Ordinary Shares wereissued and outstanding as of the date of the Merger.
6. The Ordinary Shares were the subject of formal take-over bids made by ENAJ inMay 1998 and October 1998. Pursuant to such bids and to certain purchasetransactions made in relation thereto, ENAJ acquired a total of 23,066,291 or 95.5%of the 24,164,807 outstanding Ordinary Shares.
7. ENAJ then commenced merger proceedings with Old NPDC under the provisionsof Section 163 of the Companies Act, 1992 of The Bahamas. That section permitsa parent company to merge with a subsidiary without the authorization of themembers of any company.
8. ENAJ and Old NPDC entered into a plan and merger agreement made as ofDecember 31, 1999 pursuant to which (1) the shareholders of ENAJ would receiveone share of NPDC for each share they hold in ENAJ, (2) the shares of Old NPDCowned by ENAJ would be cancelled without any payment thereon, and (3) theshareholders of Old NPDC other than ENAJ would receive B$1.74 per OrdinaryShare, if the shareholder was a Bahamian shareholder, and U.S.$1.74 per OrdinaryShare, if the shareholder was not a Bahamian shareholder.
9. On or about February 14, 2000, the Registrar issued the certificate of merger inrespect of the Merger and as a result, NPDC has less than fifteen security holderswhose latest address as shown on its books is in each of the Jurisdictions.
10. As a result of the Merger, NPDC has two beneficial security holders.
11. The Ordinary Shares were delisted from The Toronto Stock Exchange effectiveJanuary 31, 2000. NPDC does not have any of its securities listed on any of theexchanges in Canada.
12. NPDC does not intend to seek public financing by way of an offer of securities.
AND WHEREAS pursuant to 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 contained inthe Legislation that provides the Decision Maker with the jurisdiction to make the Decisionhas been met;
THE DECISION of the Decision Makers pursuant to the Legislation is that NPDCis deemed to have ceased to be a reporting issuer, or its equivalent, under the Legislation.
March 28th, 2000.