Securities Law & Instruments

Headnote

Subsection 59(2) of Schedule 1 to the Regulationunder the Securities Act - reduction in fee otherwise due asa result of a take-over bid in connection with an internal corporatereorganization involving no change in beneficial ownership.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am.,clause 93(1)(c).

Regulation Cited

Regulation made under the Securities Act, R.R.O.1990, Reg. 1015, as am., Schedule I, ss. 32(1) and 59(2).

IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990, CHAPTER S.5, AS AMENDED (the "Act")

AND

IN THE MATTER OF
THE REGULATION UNDER THE SECURITIES ACT,
R.R.O. 1990, REGULATION 1015, AS AMENDED
(the "Regulation")

AND

IN THE MATTER OF
1396164 ONTARIO LIMITED

RULING
(Subsection 59(2) of Schedule 1)

UPON the application (the "Application")of 1396164 Ontario Limited (the "Applicant") to theOntario Securities Commission (the "Commission") fora ruling, pursuant to subsection 59(2) of Schedule I (the "Schedule")to the Regulation under the Act, exempting the Applicant frompayment in part of the fee payable pursuant to subsection 32(1)of the Schedule;

AND UPON reading the Application andthe recommendation of the staff of the Commission;

AND UPON the Applicant having representedto the Director as follows:

1. The Applicant is a corporation incorporatedunder the laws of Ontario and is not a reporting issuer underthe Act.

2. On April 24, 2002, the Applicant acquired420,757 common shares of The Thomson Corporation ("TTC")(the "Shares") from The Thomson Company Inc. ("TTCI")with the consideration therefor being satisfied by common sharesof the Applicant. At the time of the transfer, the Applicantwas an indirectly-owned subsidiary of TTCI.

3. The Applicant and TTCI are both controlledby Kenneth R. Thomson and, as a result, the Applicant and TTCIare affiliated corporations. Because the Applicant is deemed,under the Act, to own beneficially all of the TTC Shares beneficiallyowned by companies controlled by Kenneth R. Thomson, the acquisitionby the Applicant of the Shares from TTCI resulted in the Applicantowning, for the purposes of the Act, in excess of 20% of theoutstanding common shares of TTC. Accordingly, the acquisitionof the Shares by the Applicant constituted a take-over bid underthe Act.

4. The Shares were acquired pursuant to thetake-over bid exemption in clause 93(1)(c) of the Act.

5. The transaction was an internal corporatereorganization within the same control group and did not resultin a change in beneficial ownership of the Shares.

6. In the absence of the relief provided bythis ruling and pursuant to the formula in clause 32(1)(b) ofthe Schedule, the Applicant would be required to pay a fee of$3,649.00 as a result of the transaction described above.

AND UPON the Director being satisfiedthat to do so would not be prejudicial to the public interest;

IT IS RULED, pursuant to subsection 59(2) ofthe Schedule, that the Applicant is exempt from the requirementto pay the fee otherwise payable pursuant to clause 32(1)(b)of the Schedule, provided that the minimum fee of $800.00 ispaid.

May 16, 2002

"Ralph Shay"