Mutual Reliance Review System for Exemptive Relief Applications - Issuer has onlyone security holder - issuer deemed to have 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
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatory authority or regulator (the "DecisionMaker") in each of the Provinces of British Columbia, Alberta, Saskatchewan, Ontario,Quebec, Nova Scotia and Newfoundland (the "Jurisdictions") has received an applicationfrom CTV Inc. ("CTV") for a decision pursuant to the securities legislation of each of theJurisdictions (the "Legislation") that CTV be deemed to have ceased to be a reportingissuer or the equivalent thereof 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 CTV has represented to the Decision Maker that:
1. CTV was incorporated under the laws of Ontario as Baton BroadcastingIncorporated on August 11, 1971 and changed its name to "CTV Inc." on December21, 1998. CTV is a reporting issuer under the Securities Act (Ontario) and is alsoa reporting issuer or its equivalent in each of the other Provinces of Canada.
2. The authorized capital of CTV consists of an unlimited number of common shares,of which 60,358,704 common shares, are issued and outstanding as of June 21,2000.
3. Pursuant to a take-over bid, 1406236 Ontario Inc., a wholly-owned subsidiary ofBCE Inc., acquired approximately 99.5% of the outstanding common shares of CTV,and subsequently acquired on May 23, 2000, after using the compulsory acquisitionprovisions of the Business Corporations Act (Ontario), the remaining CTV commonshares not tendered under the take-over bid, and became the sole beneficial holderof common shares of CTV.
4. The common shares of CTV were delisted from trading on The Toronto StockExchange on May 26, 2000 and none of CTV's securities are listed on any stockexchange.
5. CTV has Cdn $150,000,000 principal amount of 7.15% Senior Notes due July 21,2009 (the "Senior Notes") outstanding, which are beneficially held by nineinstitutional investors (the "Institutions").
6. Pursuant to the terms of a Note Purchase Agreement negotiated between CTV andthe Institutions, any holder of the Notes will receive quarterly financial statementsof CTV and annual audited financial statements of CTV.
7. Except for the Common Shares and Senior Notes, CTV has no securitiesoutstanding.
8. CTV does not intend to seek public financing by way of an issue of securities at thistime.
9. CTV is not in default of any of its obligations under the Legislation.
AND WHEREAS pursuant to the System, this MRRS Decision Document evidencesthe decision of each Decision Maker (collectively, the "Decision");
AND WHEREAS each Decision Maker is of the opinion the test contained in theLegislation that provides the Decision Maker with the jurisdiction to make the Decision hasbeen met;
THE DECISION of each Decision Maker pursuant to the Legislation is that CTV isdeemed to have ceased to be a reporting issuer or the equivalent thereof under theLegislation.
August 4th, 2000.