Mutual Reliance Review System for ExemptiveRelief Applications - issuer has 210 beneficial Canadian securityholders who hold less than 0.01% of the total issued and outstandingShares and ADSs - issuer subject to securities legislation ofthe United States - issuer not listed or quoted on an exchangeor market in Canada - issuer deemed to have ceased to be a reportingissuer.
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
BRITISH COLUMBIA, ALBERTA AND ONTARIO
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM FOR
EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
CORUS GROUP PLC
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof British Columbia, Alberta and Ontario (the "Jurisdictions")has received an application from Corus Group plc ("Corus")for a decision pursuant to the securities legislation of theJurisdictions (the "Legislation") that Corus be deemedto have ceased to be a reporting issuer under the Legislation;
AND WHEREAS pursuant to the Mutual RelianceReview System for exemptive relief applications (the "System")the Ontario Securities Commission is the principal regulatorfor this application;
AND WHEREAS Corus has represented tothe Decision Makers that:
1. Corus is a corporation incorporated underthe laws of the United Kingdom and is a reporting issuer inthe provinces of British Columbia, Alberta and Ontario. Corusis not a reporting issuer in any other jurisdiction in Canada.
2. In December 1988, British Steel plc, laterknown as Corus UK Limited (a name change was filed on April17, 2000), became a reporting issuer in the Jurisdictions havingcompleted a public offering in Canada of American DepositaryShares ("ADSs") representing ordinary shares. TheADSs were the result of a combined global offering to investorsin the United Kingdom and elsewhere, including the United Statesand Canada. The ADSs were evidenced by American Depositary Receipts("ADRs").
3. Both before and after December 1988, residentsof Canada acquired other ordinary shares of British Steel plc,presumably in regular market transactions.
4. On October 6, 1999, British Steel plc mergedwith Koninkiijke Hoogovens N.V. to form Corus. The merger wasstructured such that shareholders of British Steel plc receivedone ordinary share in Corus in exchange for each ordinary shareheld and either 35 pence in cash or 35 pence in Corus FloatingRate Unsecured Loan Notes due in 2006. Following its name change(referred to in paragraph 2 above), Corus UK Limited re-registeredas a private limited company and became a wholly-owned subsidiaryof Corus.
5. As at January 31, 2002, the total numberof Corus ordinary shares (the "Shares") issued andoutstanding was 3,127,192,301. This amount includes 348,027,730ADSs evidenced by 34,802,773 ADRs (one ADR = 10 Shares).
6. Corus has 210 beneficial security holdersresident in Canada, holding 142,730 ADSs and 49,451 Shares,or less than 0.01% of the total issued and outstanding Sharesand ADSs. Of these, 27 holders of 3,700 ADSs and 3 holders of5,213 Shares resident in Quebec, 43 beneficial holders of 42,480ADSs and 33 beneficial holders of 21,481 Shares are residentin Ontario, 34 beneficial holders of 48,570 ADSs and 3 beneficialholders of 1,348 Shares are resident in Alberta, 49 beneficialholders of 47,980 ADSs and 18 beneficial holders of 21,409 Sharesare resident in British Columbia. No beneficial holders of CorusFloating Rate Unsecured Loan Notes due in 2006 are residentin Canada.
7. The Shares and the ADSs are listed on theNew York Stock Exchange (the "NYSE"). Canadian beneficialholders of Shares and ADSs will be able to trade through thefacilities of the NYSE without any resale restrictions underthe Act or under the U.S. Laws (as defined below).
8. None of the Shares, the ADSs or any othersecurities, including debt securities, of Corus are listed orquoted on any exchange or market in Canada.
9. Other than the Shares and ADSs, there areno other outstanding securities of Corus, including debt securities,beneficially held by residents of Canada.
10. Corus is subject to, and in compliance with,the requirements, policies and rules of the NYSE and of thesecurities legislation of the United States (collectively, the"U.S. Laws"), including the reporting obligationspursuant thereto which are substantially similar to those imposedon reporting issuers under the Legislation.
11. Pursuant to the U.S. Laws, Corus is requiredto file a number of reports with the United States Securitiesand Exchange Commission (the "SEC") and the NYSE thatare substantially similar to those reports required to be filedby reporting issuers under the Legislation, including annualreports, semi-annual reports and current reports. Copies ofall documents filed with the SEC are available directly fromthe SEC. Copies of all documents filed with the NYSE are availabledirectly from the NYSE.
12. Pursuant to the U.S. Laws, Corus is requiredto deliver to its security holders, including beneficial Canadiansecurity holders, a number of reports that are substantiallysimilar to those reports required to be delivered by reportingissuers under the Legislation.
13. Corus will continue to comply with the requirementsof the U.S. Laws.
14. The Quebec Securities Commission has grantedsimilar relief to Corus and as of April12, 2002 Corus ceasedto be a reporting issuer in the Province of Quebec.
15. Corus does not have any present intentionto seek public financing by way of an offering of its securitiesin Canada.
16. Corus is not in default of any of the requirementsof the Legislation or of the U.S. Laws other than its failureto file, with the Decision Maker in British Columbia, interimfinancial statements for the periods ended March 31, 2000, March31, 2001 and September 30, 2001.
AND WHEREAS pursuant to the System,this MRRS decision document evidences the decision of each DecisionMaker (collectively, the "Decision");
AND WHEREAS each of the Decision Makersare satisfied that the test contained in the Legislation, whichprovides the Decision Maker with the jurisdiction to make theDecision, has been met;
THE DECISION of the Decision Makersin the Jurisdictions pursuant to the Legislation is that Corusbe deemed to have ceased to be a reporting issuer under theLegislation.
May 10, 2002.
"Thresea McLeod" "Robert L Shirriff"