HeadnoteMutualReliance Review System for Exemptive Relief Applications - Issuerhas two beneficial security holders - issuer deemed to have ceasedto be a reporting issuer.
ApplicableOntario Statutory ProvisionsSecuritiesAct, R.S.O. 1990, c.S.5, as am. s. 83.
INTHE MATTER OF
THESECURITIES LEGISLATION OF
ALBERTA,SASKATCHEWAN, ONTARIO AND QUEBEC
INTHE MATTER OF
THEMUTUAL RELIANCE REVIEW SYSTEM FOR
INTHE MATTER OF
BRITISHGROUP REALTY CORPORATION
MRRSDECISION DOCUMENTWHEREASthe local securities regulatory authority or regulator (the "DecisionMaker") in each of Alberta, Saskatchewan, Ontario and Québec(the "Jurisdictions") has received an application from BritishGroup Realty Corporation (the "Filer") for a decision under thesecurities legislation of the Jurisdictions (the "Legislation")that the Filer be deemed to have ceased to be a reporting issuerunder the Legislation;
ANDWHEREAS under the Mutual Reliance Review System for ExemptiveRelief Applications (the "System"), the Ontario Securities Commissionis the principal regulator for this application;
ANDWHEREAS the Filer has represented to the Decision Makersthat:
(a)The Filer is a reporting issuer in British Columbia, Alberta,Saskatchewan, Ontario and Québec (the "Jurisdictions")and has its head office in Surrey, British Columbia.
(b)British Group Realty Corporation, a predecessor company to theFiler ("Old British Group") was incorporated on May 1, 1987 pursuantto the British Columbia Company Act (the "BCCA").
(c)Old British Group became a reporting issuer in each of the Provincesof British Columbia, Alberta, Saskatchewan and Ontario in or aboutJuly 1988 and subsequently became a reporting issuer in the provinceof Québec.
(d)On February 1, 2002, Old British Group amalgamated with J. BlockAcquisition Co. Ltd. (the "Amalgamation") under the BCCA and continuedas the Filer.
(e)The authorized share capital of the Filer consists of 10,000,000Common Shares (the "Common Shares") without par value, of which2,440,912 Common Shares are outstanding, and 10,000,000 RedeemablePreference Shares (the "Redeemable Preference Shares") withoutpar value, of which no Redeemable Preference Shares are outstanding.All of the issued and outstanding Common Shares are beneficiallyowned by J. Block Investment Ltd. and Mr. John Block (togetherthe "Principal Shareholders").
(f)Pursuant to the Amalgamation, shareholders of Old British Groupother than the Principal Shareholders received 1 Redeemable PreferenceShare of the Filer for each common share of Old British Groupheld. All Redeemable Preference Shares of the Filer were redeemedpursuant to the share rights attached thereto and the AmalgamationAgreement on February 8, 2002 at the price of $1.80 per share.All outstanding options to acquire Old British Group shares weresurrendered and cancelled.
(g)As a result of the Amalgamation and the subsequent redemption,the Principal Shareholders beneficially own all of the Filer'ssecurities.
(h)The common shares of Old British Group were delisted from theCanadian Venture Exchange on February 26, 2002 and no securitiesof the Filer are listed or traded on any exchange or market inCanada or elsewhere.
(i)Other than the Common Shares, the Filer has no securities, includingdebt securities, outstanding.
(j)The Filer does not intend to seek public financing by way of anissue of securities.
(k)To the best of its knowledge, the Filer is not in default of anyrequirement of the Legislation other than: (i) its failure tofile an annual information form for the year ended September 30,2001 and interim financial statements for the quarter ended December31, 2001; and (ii) any defaults waived by the Decision Maker inQuebec under the securities legislation of Quebec.
ANDWHEREAS under the System, this MRRS Decision Documentevidences the decision of each Decision Maker (collectively, the"Decision");
ANDWHEREAS each of the Decision Makers is satisfied thatthe test contained in the Legislation that provides the DecisionMaker with the jurisdiction to make the Decision has been met;
THEDECISION of the Decision Makers under the Legislationis that the Filer be deemed to have ceased to be a reporting issuerunder the Legislation.