Mutual Reliance Review System for Exemptive Relief Applications - Reporting issuerdeemed to have ceased to be a reporting issuer - only two related security holdersremaining.
Subsection 1(6) of the OBCA - Issuer deemed to have ceased to be offering its securitiesto the public under the Business Corporations Act (Ontario).
Applicable Ontario Statutory Provisions
Securities Act, R.S.O. 1990, c.S.5, as am., ss.1(1), 6(3) and 83.
Business Corporations Act, R.S.O. 1990, c.B.16, as am., s.1(6).
IN THE MATTER OF THE
MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
MONARCH DEVELOPMENT CORPORATION
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatory authority or regulator (the "DecisionMaker") in each of British Columbia, Alberta, Saskatchewan, Ontario, Quebec,Newfoundland and Nova Scotia (the "Jurisdictions") has received an application fromMonarch Development Corporation ("Monarch") for:
(i) a decision under the securities legislation of the Jurisdictions (the"Legislation") that Monarch be deemed to have ceased to be a reportingissuer (or the equivalent thereof) under the Legislation; and
in Ontario only,
(ii) an order pursuant to the Business Corporations Act (Ontario) (the "OBCA")that Monarch be deemed to have ceased to be offering its securities to thepublic;
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 Monarch has represented to the Decision Makers that:
1. Monarch is a company amalgamated under the Business Corporations Act (Ontario)(the "OBCA") and its head office is located in Toronto, Ontario.
2. Monarch is a reporting issuer or the equivalent under the Legislation and is not indefault of any requirement of the Legislation.
3. The authorized capital of Monarch consists of an unlimited number of commonshares ("Common Shares") of which 40,907,750 Common Shares are outstanding.There are also 223,566 non-transferable options (the "Options") to purchaseCommon Shares of Monarch outstanding. These Options are held by five seniorofficers and directors of Monarch who have agreed to surrender the Options toMonarch for repurchase and cancellation. Fifty percent of the Options will berepurchased on April 28, 2001 and fifty percent of the Options will be repurchasedon April 28, 2002 (subject to termination of employment). Monarch has no othersecurities or debt outstanding.
4. On April 28, 2000, Taylor Woodrow Holdings of Canada Limited ("TaylorWoodrow"), an indirect wholly-owned subsidiary of Taylor Woodrow plc,commenced a take-over bid for all of the Common Shares not owned by TaylorWoodrow and its affiliates. The take-over bid expired on May 20, 2000 and on May29, 2000 Taylor Woodrow took up and paid for 18,210,450 tendered shares,representing approximately 99% of the Common Shares subject to the take-overbid.
5. On May 30, 2000, Taylor Woodrow mailed a Notice of Compulsory Acquisitionunder subsection 188(2) of the OBCA to holders of Common Shares not tenderedpursuant to the take-over bid.
6. As of June 29, 2000, Taylor Woodrow and Taylor Woodrow plc became the onlytwo holders of all of the issued and outstanding common shares of Monarch.
7. The Common Shares were delisted from The Toronto Stock Exchange on June 15,2000. Monarch does not have any securities listed or quoted on any exchange ormarket in Canada.
8. Monarch does not intend to seek public financing by way of an issue 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 that Decision Maker with the jurisdiction to make the Decisionhas been met;
THE DECISION of the Decision Maker pursuant to the Legislation is that Monarchis deemed to have ceased to be a reporting issuer (or equivalent thereof) under theLegislation.
August 18th, 2000.
AND IT IS HEREBY ORDERED by the Ontario Securities Commission pursuantto subsection 1(6) of the OBCA, that Monarch is deemed to have ceased to be offeringits securities to the public for the purposes of the OBCA.
August 18th, 2000.
"Howard I. Wetston" "J. A. Geller"