Securities Law & Instruments

Headnote

MutualReliance Review System for Exemptive Relief Applications - Decisiondeclaring corporation to be no longer a reporting issuer followingthe acquisition of all of its outstanding securities by anotherissuer.

ApplicableOntario Statutory Provisions

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

 

INTHE MATTER OF

THESECURITIES LEGISLATION

OFALBERTA, SASKATCHEWAN, ONTARIO, QUÉBEC,

NOVASCOTIA AND NEWFOUNDLAND AND LABRADOR


AND


INTHE MATTER OF

THEMUTUAL RELIANCE REVIEW SYSTEM

FOREXEMPTIVE RELIEF APPLICATIONS


AND


INTHE MATTER OF

CROWNLIFE INSURANCE COMPANY

MRRSDECISION DOCUMENT

WHEREASthe local securities regulatory authority or regulator (the "DecisionMaker") in each of Alberta, Saskatchewan, Ontario, Québec,Nova Scotia and Newfoundland and Labrador (the "Jurisdictions")has received an application from Crown Life Insurance Company(the "Issuer") for a decision under the securities legislationof the Jurisdictions (the "Legislation") that the Issuer be deemedto have ceased to be a reporting issuer under the Legislation;

ANDWHEREAS under the Mutual Reliance Review System for ExemptiveRelief Applications (the "System"), the Saskatchewan SecuritiesCommission is the principal regulator for the application;

ANDWHEREAS the Issuer has represented to the Decision Makersthat:

1.The Issuer is an insurance company existing under the federallaws of Canada with its head office in Regina, Saskatchewan;

2.The authorized capital of the Issuer consists of an unlimitednumber of common shares (the "Common Shares"), an unlimited numberof Class I Preferred Shares issuable in series, an unlimited numberof Second referred Shares issuable in series and one Fifth PreferredShare;

3.As at January 29, 2002, an aggregate of 3,201,194 Common Shareswere issued and outstanding and held by HARO Financial Corporation("HARO") and by 159524 Canada Inc., a wholly-owned subsidiaryof Extendicare Inc. (collectively, "Extendicare"), and one FifthPreferred Share of the Issuer was issued and outstanding and heldby HARO;

4.The Issuer is a reporting issuer in each of the Jurisdictionsand, to the best of its knowledge, is not in default of any ofthe reporting requirements under the Legislation;

5.On January 12, 2001, the Issuer completed a series of transactions,including a compulsory acquisition in accordance with the provisionsof the Insurance Companies Act (Canada), which resultedin HARO and Extendicare being the sole holders of Common Shares(the "Initial Transaction"). The Common Shares were delisted fromThe Toronto Stock Exchange (the "TSE") on January 15, 2001;

6.On October 29, 2001, the Issuer announced its intention to redeemall of the then outstanding 3,652,599 Class I Preferred Shares,Series A (the "Series A Shares") in accordance with the attributesof such shares (the "Redemption"), and on November 14, 2001, theIssuer fixed the date for Redemption as December 20, 2001;

7.On December 20, 2001, all of the 3,652,599 issued and outstandingSeries A Shares were redeemed by the Issuer pursuant to the Redemptionand the Series A Shares were delisted from the TSE;

8.As a result of the Initial Transaction and the Redemption, HAROand Extendicare are the only security holders of the Issuer andthere are no securities, including debt securities, of the Issuerissued and outstanding other than those described above; and

9.No securities of the Issuer are listed on any exchange in Canadaor elsewhere and the Issuer does not intend to seek public financingby way of an offering of securities;

ANDWHEREAS under the System this MRRS Decision Documentevidences the decision of each Decision Maker (collectively, the"Decision");

ANDWHEREAS each Decision Maker is satisfied that the testcontained in the Legislation that provides the Decision Makerwith the jurisdiction to make the Decision has been met;

THEDECISION of the Decision Makers under the Legislationis that the Issuer is deemed to have ceased to be a reportingissuer under the Legislation.

February13, 2002.

"BarbaraShourounis"