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.

Subsection 1(6) of the OBCA - issuer deemedto have ceased to be offering its securities to the public underthe Business Corporations Act (Ontario).

Applicable Ontario Statutory Provisions

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

Business Corporations Act, R.S.O. 1990, c. B.16,as am., s. 1(6).

IN THE MATTER OF

THE SECURITIES LEGISLATION

OF ALBERTA AND ONTARIO

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

TRAILMOBILE CANADA LIMITED

 

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof Alberta and Ontario (the "Jurisdictions") has receivedan application from Trailmobile Canada Limited ("TCL")for:

(i) a decision under the securities legislationof the Jurisdictions (the "Legislation") thatTCL be deemed to have ceased to be a reporting issuer ineach of the Jurisdictions; and

(ii) in Ontario only, an order pursuantto the Business Corporations Act (Ontario) (the "OBCA")that the filer be deemed to have ceased to be offering itssecurities to the public;

AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),the Ontario Securities Commission is the principal regulatorfor this application;

AND WHEREAS TCL has represented to theDecision Makers that:

1. TCL was formed by an amalgamation underthe OBCA on January 1, 1997 and is a reporting issuer in goodstanding in the Provinces of Alberta, British Columbia andOntario. TCL's head office is in Mississauga, Ontario.

2. TCL is not in default of any requirementsof the Legislation.

3. TCL's authorized capital consists of anunlimited number of common shares (the "Common Shares"),an unlimited number of preferred shares issuable in seriesand 13,850,000 Class A shares. As of August 15, 2002, thereare 56,180,000 Common Shares issued and outstanding.

4. On February 1, 2002, TCL announced that1314385 Ontario Ltd. ("Numco"), a wholly-owned subsidiaryof Trailmobile Corporation, intended to make an offer (the"Offer") to acquire all of the issued and outstandingCommon Shares for a purchase price of $0.10 per Common Share.The Offer was made on February 20, 2002. The Offer was aninsider bid because, on the date of the announcement, Numcoowned 61.77% of the Common Shares. The Offer expired on May3, 2002 and 90.36% of the Common Shares not owned by Numcoas of the date of announcement had been purchased by Numcoeither under the Offer or in the market at $0.10. All CommonShares acquired under the Offer were taken up and paid forby May 3, 2002.

5. Following the completion of the Offer,the Common Shares were delisted from the Toronto Stock Exchange(the "TSE") on May 14, 2002.

6. On May 27, 2002, under the provisions ofthe statutory right of compulsory acquisition (the "CompulsoryAcquisition") provided by Part 15 of the OBCA, Numcomailed a Notice of Compulsory Acquisition to each of the shareholdersof TCL who had not tendered to the Bid (the "DissentingShareholders").

7. In accordance with Part 15 of the OBCA,TCL deposited with Equity Transfer Services Inc. ("Equity"),the depository, the funds that TCL would have had to pay inrespect of the Common Shares not tendered to the Offer ifsuch shares had been tendered to the Offer and directed Equityto hold in trust and to deliver such funds to Dissenting Shareholdersin accordance with Part 15 of the OBCA.

8. Equity has cancelled the share certificatesof the Dissenting Shareholders and issued share certificatesin the name of Numco in respect of the Common Shares of theDissenting Shareholders.

9. As a result of the Offer and the CompulsoryAcquisition, Numco now holds all of the outstanding CommonShares and is the sole security holder of TCL.

10. Other than the outstanding Common Shares,there are no securities of TCL, including debt securities,outstanding.

11. As the Common Shares have been delistedfrom the TSE, no securities of TCL are listed on any exchangein Canada or elsewhere.

12. TCL does not intend to seek public financingby way of an offering of its securities.

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 TCL is deemed to have ceased to be areporting issuer under the Legislation.

August 19, 2002.

"Ralph S. Shay"

AND IT IS HEREBY ORDERED by the OntarioSecurities Commission pursuant to subsection 1(6) of the OBCAthat TCL is deemed to have ceased to be offering its securitiesto the public for the purposes of the OBCA.

August 16, 2002.

"Howard I. Wetston"                    "PaulM. Moore"