Securities Law & Instruments

Headnote

Mutual Reliance Review System for Exemptive Relief Applications - Reporting issuerdeemed to have ceased to be a reporting issuer - less than fifteen security holdersremaining.

Subsection 1(6) of the OBCA - Issuer deemed to have ceased to be offering itssecurities to 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 SECURITIES LEGISLATION OF BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN, ONTARIO, QUEBEC,NEWFOUNDLAND AND NOVA SCOTIA

AND

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

AND

IN THE MATTER OF
PERIGEE INC.

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 fromPerigee Inc. ("Perigee") for:

(i) a decision under the securities legislation of the Jurisdictions (the"Legislation") that Perigee 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 Perigee 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 Perigee has represented to the Decision Makers that:

1. Perigee was incorporated on January 1, 1998 under the Canada BusinessCorporations Act and was continued under the OBCA on May 13, 1998 and its headoffice is located in Toronto, Ontario.

2. Perigee 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 Perigee consists of an unlimited number of commonshares ("Common Shares"), an unlimited number of class M shares ("Class MShares") and an unlimited number of first preferred shares, of which 8,687,736Common Shares, 4,744,800 Class M Shares and no first preferred shares areoutstanding. There are no securities, including debt securities, currently issuedother than the Common and Class M Shares.

4. Perigee shareholders approved a plan of arrangement under the OBCA (the"Arrangement"), at a special meeting on May 18, 2000 and a final order approvingthe Arrangement pursuant to the OBCA was issued by the Ontario Superior Courtof Justice on May 25, 2000. A certificate of arrangement was issued by the Directorappointed under the OBCA on May 26, 2000.

5. Legg Mason, Inc. ("Legg Mason") holds Common Shares and pursuant to theArrangement, Legg Mason Canada Holdings Ltd. ("Legg Mason Canada"), anindirect wholly-owned subsidiary of Legg Mason, acquired all other outstandingCommon Shares, Class M Shares and options to purchase Common Shares.

6. Subsequent to the Arrangement, all of the options were cancelled and the stockoption plan was terminated.

7. The Common Shares were delisted from the Toronto Stock Exchange on May 31,2000. Perigee does not have any securities listed or quoted on any exchange ormarket in Canada.

8. All of the issued and outstanding securities of Perigee are held by Legg Mason andLegg Mason Canada.

9. Perigee 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 Perigeeis deemed to have ceased to be a reporting issuer (or equivalent thereof) under theLegislation.

DATED at Toronto this 14th day of September, 2000.

"John Hughes"

Manager, Continuous Disclosure

AND IT IS HEREBY ORDERED by the Ontario Securities Commission pursuantto subsection 1(6) of the OBCA, that Perigee is deemed to have ceased to be offeringits securities to the public for the purposes of the OBCA.

 

September 6th, 2000.

"J. A. Geller" "R. Stephen Paddon"