Trimac Corporation - MRRS Decision

MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications - corporation is deemed to have ceased to be areporting issuer after a wholly owned subsidiary of another issuer acquired all of the corporation's outstanding securities.The corporation and the subsidiary were subsequently merged.

Applicable Ontario Statutory Provisions

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

IN THE MATTER OF

THE SECURITIES LEGISLATION

OF ALBERTA, SASKATCHEWAN,

ONTARIO, QUEBEC, NOVA SCOTIA,

AND NEWFOUNDLAND

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF TRIMAC CORPORATION

MRRS DECISION DOCUMENT

 

1. WHEREAS the local securities authority or regulator (the "Decision Makers") in each of the Provinces ofAlberta, Saskatchewan, Ontario, Quebec, Nova Scotia and Newfoundland (the "Jurisdictions") has receivedan application from Trimac Corporation ("Trimac") for a decision under the securities legislation of theJurisdictions (the "Legislation") that Trimac be deemed to have ceased to be a reporting issuer or the equivalentunder the Legislation.

2. AND WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the"System"), the Alberta Securities Commission is the principal regulator for this application;

3. AND WHEREAS Trimac has represented to the Decision Makers that:

3.1 Trimac was continued after an amalgamation under the Business Corporations Act (Alberta) of TrimacCorporation and 890521 Alberta Ltd. ("Newco") effective November 23, 2000;

3.2 Trimac is a reporting issuer, or the equivalent, in each Jurisdiction and is not in default of any of therequirements of the Legislation other than a failure to file third quarter interim financial statements;

 

3.3 Trimac's head office is located in Calgary, Alberta.

3.4 Trimac's authorized capital consists of an unlimited number of common shares (the "CommonShares"), 12,184,690 of which are issued and outstanding;

3.5 Pursuant to a plan of arrangement, Trimac Holdings Ltd.("Holdco") acquired all of the issued andoutstanding securities of Trimac Corporation. Those securities were then transferred to Newco inexchange for shares of Newco. Newco and Trimac Corporation were then amalgamated to formTrimac. As a result Trimac is now, indirectly, wholly owned by Holdco;

3.6 Trimac has no securities, including debt securities, issued and outstanding other than the CommonShares held by Holdco;

3.7 Trimac does not have any securities listed or traded on any exchange or market in Canada; and

3.8 Trimac does not intend to seek public financing by way of an issue of securities.

4. AND WHEREAS pursuant to the MRRS, this Decision Document evidences the decision of each of theDecision Makers;

5. AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that providesthe Decision Maker with the jurisdiction to make the Decision has been met;

 

6. THE DECISION of the Decision Makers, pursuant to the Legislation, is that Trimac is deemed to have ceasedto be a reporting issuer.

 

DATED at Calgary, Alberta this 12th day of January, 2001.

Patricia M. Johnston

Director, Legal Services & Policy Development