Securities Law & Instruments

Headnote

Section 83 of the Ontario Securities Act - Reporting issuer with one security holderdeemed to have ceased to be a reporting issuer.

Ontario Statutes Cited

Securities Act, R.S.O. 1990, c.S.5, as am. 83.


IN THE MATTER OF THE CANADIAN SECURITIES LEGISLATION OF THE PROVINCES OF ALBERTA,ONTARIO, AND NEWFOUNDLAND

AND

IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF
FIRST V SHARES INC.

MRRS DECISION DOCUMENT


WHEREAS the local securities regulatory authority or regulator (the "DecisionMaker") in each of the provinces of Alberta, Ontario and Newfoundland (the "Jurisdictions")has received an application from First V Shares Inc. (the "Filer") for a decision under thesecurities legislation of each of the Jurisdictions (the "Legislation") that the Filer bedeemed to have ceased to be a reporting issuer or its equivalent under the Legislation;

AND WHEREAS under the Mutual Reliance Review System for Exemptive ReliefApplications (the "System"), the Ontario Securities Commission is the principal regulatorfor this application;

AND WHEREAS the Filer has represented to the Decision Makers that:

1. The Filer is a corporation existing under the laws of the Province of Ontario. Thehead office of the Filer is located in Toronto, Ontario.

2. The Filer is authorized to issue an unlimited number of common shares and anunlimited number of Class 1 Shares, of which one hundred common shares and noClass 1 shares are issued and outstanding as of July 25, 2000.

3. The Filer is a reporting issuer under the Legislation and not in default of anyrequirement of the Legislation.

4. The Filer was constituted by National Bank Financial Corp. in order to hold VarityCorporation Combined Class I preferred stock.

5. On October 27, 1993, Varity Corporation redeemed its Class I shares at the priceof U.S. $20 per share. As a result of the redemption, the Filer terminated itsoperations.

5. The Filer has no securities outstanding other than the common shares held by itssole shareholder, National Bank Financial Corp..

6. The Filer does not have any of its securities listed or quoted on any stock exchangeor organized market.

7. The Filer does not intend to seek public financing by way of an issue of securities.

AND WHEREAS under the System, this MRRS Decision Document evidences thedecision 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 under the Legislation is that the Filer isdeemed to have ceased to be a reporting issuer under the Legislation.

August 28th, 2000.

"John Hughes"