INTHE MATTER OF
THESECURITIES LEGISLATION OF
NEWFOUNDLANDAND LABRADOR, NOVA SCOTIA, ONTARIO,
QUEBEC,ALBERTA, AND SASKATCHEWAN,
INTHE MATTER OF
THEMUTUAL RELIANCE REVIEW SYSTEM
FOREXEMPTIVE RELIEF APPLICATIONS
INTHE MATTER OF
WHEREAS the local securities regulatory authority orregulator (the "Decision Maker") in each of Newfoundland andLabrador, Nova Scotia, Quebec, Ontario, Saskatchewan and Alberta,(the "Jurisdictions") has received an application (the "Application")from Regional Cablesystems Inc. ("Regional") for a decisionunder the securities legislation of the Jurisdictions (the "Legislation")that Regional be deemed to have ceased to be a reporting issuerunder the Legislation;
AND WHEREAS under the Mutual Reliance Review Systemfor Exemptive Relief Applications (the "System"), the SecuritiesCommission of Newfoundland, is the principal regulator for thisapplication;
AND WHEREAS Regional has represented to the DecisionMakers that:
1.Regional is a corporation amalgamated under the Canada BusinessCorporations Act (the "CBCA") and was issued a Certificateand Articles of Arrangement dated September 1, 2001;
2.the head office of Regional is in St. John's, Newfoundland andLabrador;
3.Regional is a reporting issuer in the Jurisdictions;
4.Regional is not in default of any requirement under the Legislation;
5.Regional's authorized capital consists of an unlimited numberof common shares without nominal or par value (the "RegionalCommon Shares"), of which 16,500,203 were issued and outstandingas at August 31, 2001;
6.As of October 4, 2001, Regional had outstanding capital of $100,139,000senior secured, non-convertible debentures (the "Debentures")and a revolving term credit facility limit of $175,000,000;
7.the Debentures are held by seven securityholders, three of whichare resident in Ontario, one of which is resident in Nova Scotia,two of which are resident in Quebec and one of which is residenton British Columbia;
8.there are no beneficial or registered holders of the Debenturesresident in Alberta, Saskatchewan or Newfoundland and Labrador;
9.consents to the making of the Application were obtained fromthe securityholders resident in Ontario and Nova Scotia;
10.Regional and Persona Inc. ("Persona") entered into an arrangementagreement dated as of July 13, 2001 wherein they agreed to carry-outan internal reorganization of Regional by way of a plan of arrangement(the "Arrangement") pursuant to section 192 of the CBCA.
11.As a result of the Arrangement effected September 1, 2001:
a. Persona is the holder of all the issued and outstanding RegionalCommon Shares;
b. options to purchase Regional Common Shares under the Regionalemployee share option plan (the "Regional ESOP") were exchangedwith Persona for the same number of options to purchase commonshares of Persona (at the same prices) pursuant to the Personaemployee share option plan having the same terms and conditions,and the Regional ESOP terminated; and
c. rights to purchase Regional Common Shares issued under theRegional shareholder rights plan (a "Regional Right") were exchangedwith Persona for the sole consideration of one right issuedunder the Persona shareholder rights plan and the Regional Rightswere terminated;
12.The Regional Common Shares were delisted from the Toronto StockExchange on September 10, 2001, and no securities of Regionalare listed or quoted on any exchange or market in Canada orelsewhere.
13.Other than those outlined in paragraphs 5 and 6 above, Regionalhas no other securities, including debt securities, outstanding.
14.Regional does not intend to seek additional public financingby way of an offering of its securities.
ANDWHEREAS under the System, this MRRS Decision Documentevidences the decision of each Decision Maker (collectivelythe "Decision");
AND WHEREAS each of the Decision Makers is satisfiedthat the test contained in the Legislation that provides theDecision Maker with the Jurisdiction to make the Decision hasbeen met;
AND WHEREAS the Decision Makers are of the opinionthat it would not be prejudicial to the public interest to makethe Decision;
THEDECISION of the Decision Makers under the Legislationis that Regional is deemed to have ceased to be a reportingissuer under the Legislation.