Securities Law & Instruments

Headnote

Issuer deemed to have ceasedto be reporting issuer under the Act.

Applicable Ontario StatutoryProvisions

Securities Act, R.S.O. 1990,c. S.5, as am., ss. 1(1), 6(3) and 83.

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, CHAPTER S.5,AS AMENDED (THE "ACT")

AND

IN THE MATTER OF

SHIRMAX FASHIONS LTD.

 

ORDER

(Section 83 of the Act)

WHEREAS the Ontario SecuritiesCommission (the "Commission") has receivedan application from Shirmax Fashions Ltd. ("Shirmax")for an order under section 83 of the Act that Shirmax be deemedto have ceased to be a reporting issuer under the Act;

AND WHEREAS it is beingrepresented to the Commission that:

1. Shirmax was incorporatedunder the Canada Business Corporations Act on July25, 1983.

2. Shirmax is a reportingissuer in the provinces of Québec and Ontario.

3. There were 11,535,877 issuedand outstanding common shares in the capital of Shirmax asof June 24, 2002.

4. Pursuant to an applicationmade to The Toronto Stock Exchange (the "TSE"),the common shares of Shirmax were delisted from trading onthe TSE effective June 13, 2002.

5. There are currently nosecurities of Shirmax listed on any stock exchange or tradedover the counter in Canada or elsewhere.

6. Shirmax is not in defaultof any of its obligations as a reporting issuer under theLegislation with the exception of its obligation to file itsannual information form for the period ended January 31, 2002and its first quarter interim statements for the period endedApril 30, 2002. The take-over bid was completed before theobligation of Shirmax to file the annual information formand interim statements arose.

7. Pursuant to an offer topurchase all of the outstanding common shares of Shirmax madeby Reitmans Acquisition Inc., a wholly owned subsidiary ofReitmans (Canada) Limited ("Reitmans"), on April23, 2002 (the "Offer"), approximately 99% of suchcommon shares of Shirmax were purchased by Reitmans on June7, 2002.

8. As indicated in the Offer,Reitmans exercised its right under Section 206 of the CanadaBusiness Corporations Act to acquire the shares held byholders who did not accept the Offer.

9. Accordingly, on June 20,2002, the balance of the shares of Shirmax were issued inReitmans' name.

10. As a result of the Offerand the completion of the compulsory acquisition, all of theoutstanding shares of Shirmax are currently held by two whollyowned subsidiaries of Reitmans, Reitmans Acquisition Inc.and 3949265 Canada Inc.

11. Other than the 11,535,877common shares held by Reitmans Acquisition Inc. and 3949265Canada Inc., Shirmax has no other securities, including debtsecurities, outstanding.

12. It is not the presentintention of Shirmax to seek public financing by way of anoffering of securities.

AND WHEREAS the Commissionbeing satisfied that to do so would not be prejudicial to thepublic interest;

THE DECISION, of theCommission under the Legislation is that Shirmax is deemed tohave ceased to be a reporting issuer.

July 8, 2002.

"John Hughes"