Securities Law & Instruments

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - Issuer has only one security holder -issuer deemed to have ceased being a reporting issuer.

Subsection 1(6) of the OBCA - Issuer deemedto have ceased to be offering its securities to the public underthe Business Corporations Act (Ontario).

Applicable Ontario Statutory Provisions

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

Business Corporations Act, R.S.O. 1990, c. B.16,as am., s. 1(6).

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

ALBERTA, SASKATCHEWAN, ONTARIO,QUEBEC,

NOVA SCOTIA AND NEWFOUNDLAND

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

SKYJACK INC.

 

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof Alberta, Saskatchewan, Ontario, Quebec, Nova Scotia and Newfoundland(the "Jurisdictions") has received an applicationfrom Skyjack Inc. (the "Issuer") for a decision pursuantto the securities legislation of the Jurisdictions (the "Legislation")that the Issuer be deemed to cease to be a reporting issuerunder the Legislation;

AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Applications (the "System")the Ontario Securities Commission is the principal regulatorfor this application;

AND WHEREAS the Issuer has representedto the Decision Makers that:

1. The Issuer is a corporation governed bythe Business Corporations Act (Ontario) (the "OBCA")with its registered office located at 55 Campbell Road, Guelph,Ontario, N1H 1B9.

2. The Issuer has been a reporting issuersince its initial public offering in May 1994.

3. The common shares of the Issuer were listedon the Toronto Stock Exchange (the "TSX"). However,the Issuer has been de-listed from the TSX effective as ofthe close of business on October 10, 2002.

4. The Issuer is a reporting issuer in allof the provinces of Canada and is not on the list of reportingissuers that are noted in default.

5. The Issuer's authorized capital consistsof an unlimited number of common shares and an unlimited numberof redeemable preference shares.

6. By take-over bid circular dated July 5,2002 and as extended by notices dated August 12, 2002 andAugust 27, 2002, 2011978 Ontario Inc. ("2011978"),a wholly-owned subsidiary of Linamar Corporation ("Linamar"),made an offer (the "Offer") to acquire the outstandingcommon shares of the Issuer not previously owned by Linamarand its affiliates and associates for $2.13 cash per commonshare.

7. Pursuant to the Offer, 2011978 acquiredapproximately 54% of the Issuer's common shares not previouslyowned by Linamar and its affiliates and associates which,together with the common shares held by Linamar, representedapproximately 75.49% of the outstanding common shares.

8. Following the Offer and pursuant to thecompulsory acquisition provisions of the OBCA, the Issuer'sshareholders approved the amalgamation of the Issuer and 2013594Ontario Inc. ("2013594"), a wholly-owned subsidiaryof 2011978, and articles of amalgamation were filed on October1, 2002.

9. Upon the amalgamation, all of the outstandingcommon shares of the Issuer (excluding those held by 2013594and dissenting shareholders) were converted into redeemablepreferred shares which were subsequently redeemed by the Issueron October 3, 2002 for $2.13 cash per share.

10. All equity securities of the Issuer areowned by Linamar (directly or indirectly through its subsidiaries).

11. The Issuer has no debt securities outstanding,other than loan facilities provided by arm's- length thirdparty creditors and subordinated debt provided by Linamar.

12. The Issuer does not intend to seek publicfinancing by way of an offering of its securities.

AND WHEREAS under the System, this MRRSDecision Document evidences the decision of each Decision Maker(collectively, the "Decision");

AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the jurisdiction to make theDecision has been met;

THE DECISION OF the Decision Makers underthe Legislation is that the Issuer is deemed to have ceasedto be a reporting issuer under the Legislation;

December 19, 2002.

"Iva Vranic"

AND IT IS HEREBY ORDERED by the OntarioSecurities Commission pursuant to subsection 1(6) of the OBCAthat the Corporation is deemed to have ceased to be offeringits securities to the public for the purposes of the OBCA.

December 19, 2002.

"Robert W. Korthals"                    "HaroldP. Hands"