Mutual Reliance Review System for ExemptiveRelief Applications - corporation deemed to have ceased to bea reporting issuer after all of its outstanding securities wereacquired by another corporation.
Applicable Alberta Statutory Provisions
Securities Act, R.S.A., 2000, c. S-4, s. 153.
IN THE MATTER OF
THE SECURITIES LEGISLATION
OF ALBERTA AND ONTARIO
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEWSYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
INTEGRATED PRODUCTION SERVICESLTD.
MRRS DECISION DOCUMENT
1. WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") inAlberta and Ontario (the "Jurisdictions") have receivedan application from Integrated Production Services Ltd. ("IPS")for a decision under the securities legislation of each ofthe Jurisdictions (the "Legislation") that IPS bedeemed to have ceased to be a reporting issuer under the Legislation;
2. AND WHEREAS under the Mutual Reliance ReviewSystem for Exemptive Relief Applications (the "System"),the Alberta Securities Commission is the principal regulatorfor this application;
3. AND WHEREAS IPS has represented to theDecision Makers that:
3.1 IPS was originally formed on April 5,2000 by the amalgamation of OTATCO Inc. and Reliance ServicesGroup Ltd. under the Business Corporations Act (Alberta);
3.2 on January 1, 2001, IPS amalgamatedwith two of its wholly-owned subsidiaries. The first amalgamationwas that of IPS and Renegade Industries Ltd., the secondamalgamation was that of IPS and Rotating Production Services;
3.3 on July 3, 2002, IPS amalgamated withSCF Acquisition Corporation and Genco Pressure Control Limited;
3.4 IPS is a reporting issuer under theLegislation and is not in default of any of the requirementsof the Legislation;
3.5 the head office of IPS is located atCalgary, Alberta;
3.6 the authorized share capital of IPSconsists of an unlimited number of common shares ("CommonShares"). As at July 11, 2002, there were 25,827,495Common Shares issued and outstanding;
3.7 the Common Shares were listed on theToronto Stock Exchange under the stock symbol "IPL",however, the Common Shares were delisted as of July 5, 2002;
3.8 no securities of IPS are listed or quotedon any exchange or market in Canada or elsewhere;
3.9 SCF-IV, L.P. ("SCF"), throughits wholly-owned subsidiary SCF Acquisition Corporation,made an offer dated May 25, 2002, to acquire all of theCommon Shares that it and its affiliates did not alreadyown (the "Offer") on the basis of Cdn.$3.05 cashfor each Common Share. The Offer expired on July 3, 2002,having been accepted by the holders of approximately 95%of the Common Shares subject to the Offer;
3.10 on July 3, 2002, SCF Acquisition Corporationbecame the sole shareholder of IPS following the compulsoryacquisition of all of the Common Shares which had not beenacquired by SCF Acquisition Corporation pursuant to theOffer;
3.11 other than the Common Shares and aconvertible debenture held by HSBC Capital (Canada) Inc.("HSBC"), a private equity firm, IPS has no securities,including debt securities, outstanding;
3.12 HSBC has provided written consent toIPS being deemed to have ceased to be a reporting issuerunder the Legislation;
3.13 IPS has no present intention of seekingpublic financing by way of an offering of its securities;
4. AND WHEREAS under the System, this MRRSDecision Document evidences the decision of each DecisionMaker (collectively, the "Decision");
5. AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the jurisdiction to makethe Decision has been met;
6. THE DECISION of the Decision Makers underthe Legislation is that IPS is deemed to have ceased to bea reporting issuer under the Legislation
August 2, 2002.
"Patricia M. Johnston"