1435831 Ontario Limited

Headnote

Subsection 59(1) of Schedule 1 to the Regulation - reduction in fee otherwise due as aresult of a takeover bid in connection with a corporate reorganization involving nochange in beneficial ownership.

Statutes Cited

Securities Act, R.S.O. 1990, c.S.5, as am., s. 93(1)(c).

Regulations Cited

Regulation made under the Securities Act, R.R.O. 1990, Reg. 1015, as am. Schedule 1s.32(1), 59(1).

UPON the application (the "Application") of 1435831 Ontario Limited (the"Applicant") to the Ontario Securities Commission (the "Commission") for a ruling, pursuantto subsection 59(1) of Schedule 1 (the "Schedule") to the Regulation under the Act,exempting the Applicant from payment in part of the fee payable pursuant to section32(1)(b) of the Schedule;

AND UPON reading the Application and the recommendation of the staff of theCommission;

AND UPON the Applicant having represented to the Commission as follows:

1. The Applicant is a corporation incorporated under the laws of Ontario and is not areporting issuer under the Act. The Applicant is a wholly-owned subsidiary of KRTInvestments Corp. ("KRTIC").

2. On September 5, 2000, the Applicant acquired 1,915,399 common shares of TheThomson Corporation ("TTC") (the "Shares") from KRTIC with the considerationtherefor being satisfied by common shares of the Applicant. TTC is a reportingissuer under the Act.

3. The Applicant and KRTIC are both controlled by Kenneth R. Thomson and, as aresult, the Applicant and KRTIC are affiliated corporations. As the Applicant isdeemed to own beneficially all of the TTC shares beneficially owned by companiescontrolled by Kenneth R. Thomson, the acquisition of the Shares by the Applicantresulted in the Applicant owning in excess of 20% of the outstanding commonshares of TTC. Accordingly, the acquisition of the Shares by the Applicantconstituted a take-over bid under the Act.

4. The Shares were acquired pursuant to the take-over bid exemption in clause93(1)(c) of the Act.

5. The transaction was an internal corporate reorganization within the same controlgroup and did not result in a change in beneficial ownership of the Shares.

6. In the absence of the relief provided by this ruling and pursuant to the formula inclause 32(1)(b) of the Schedule, the Applicant would be required to pay a fee of$17,214.75 as a result of the transaction described above.

AND UPON the Commission being satisfied that to do so would not be prejudicialto the public interest;

IT IS RULED, pursuant to subsection 59(1) of the Schedule, that the Applicant beexempt from the requirement to pay the fee otherwise payable pursuant to clause 32(1)(b)of the Schedule, provided that the minimum fee of $800.00 is paid.

September 19^th, 2000.

"J. A. Geller"       "Howard I. Wetston"