Securities Law & Instruments

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - Issuer has only one security holder -issuer deemed to have ceased being a reporting issuer.

Applicable Ontario Statutory Provisions

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

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

ONTARIO AND QUEBEC

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

NORTHERN TELEPHONE LIMITED

 

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof Ontario and Quebec (the "Jurisdictions") has receivedan application from Northern Telephone Limited (the "Issuer")for a decision under the securities legislation of the Jurisdictions(the "Legislation") that the Issuer be deemed to haveceased to be a reporting issuer in each of the Jurisdictions;

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 the Issuer has representedto the Decision Makers that:

1. The Issuer is a corporation incorporatedunder the Business Corporations Act (Ontario) whichhas resolved to liquidate and wind up its business and affairs.

2. The head office of the Issuer is in NewLiskeard, Ontario.

3. The authorized share capital of the Issuerconsists of an unlimited number of common shares and an unlimitednumber of preferred shares.

4. All of the issued and outstanding securitiesof the Issuer are owned by a single holder, Bell Nordiq GroupInc., an indirect wholly-owned subsidiary of Bell Canada.

5. The Issuer is a reporting issuer in Ontarioand in Quebec and, other than its failure to file an annualinformation form for its 2001 financial year and interim financialstatements for the quarter ended March 31, 2002, is not indefault of any of the requirements of the Legislation.

6. No securities of the Issuer are listedon any exchange in Canada or elsewhere.

7. The Issuer does not intend to seek publicfinancing by way of an offering of securities.

8. Until April 23, 2002, the Issuer's businesswas to provide telecommunications services to communitiesin Northeastern Ontario.

9. On April 23, 2002, in connection with thereorganization of the businesses of the Issuer and Bell NordiqGroup Inc. (formerly Télébec Ltée), thebusiness of the Issuer was transferred to and is now beingcarried on by Northern Telephone, Limited Partnership, a limitedpartnership formed under the laws of the Province of Quebecby a limited partnership agreement made as of April 23, 2002.Bell Nordiq Group Inc. is the general partner of NorthernTelephone, Limited Partnership.

10. Pursuant to a supplemental indenture madeas of April 23, 2002, Northern Telephone, Limited Partnershiphas assumed the obligations of the Issuer relating to itsoutstanding senior unsecured debentures Series N, O, P, R,S, T and U (the "Debentures"). The transfer of debtobligations was permitted by the original indentures for theDebentures with the consent of all holders of the Debentures.The written consents of all holders of the Debentures wereobtained, and the Issuer no longer has any debt holders.

11. Pursuant to resolutions of the Issuer'sboard dated February 27, 2002 and April 9, 2002 and a specialresolution of its sole shareholder, the liquidation and dissolutionof the Issuer was approved and commenced pursuant to the provisionsof the Business Corporations Act (Ontario).

AND WHEREAS under the System, this MRRSDecision Document evidences the decision of each Decision Maker(collectively, the "Decision");

AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the jurisdiction to make theDecision has been met;

THE DECISION of the Decision Makers underthe Legislation is that the Issuer be deemed to have ceasedto be a reporting issuer under the Legislation in each of theJurisdictions

August 8, 2002.

"Ralph H. Shay"