Mutual Reliance Review System for ExemptiveRelief Applications - Decision declaring corporation to be nolonger a reporting issuer following the acquisition of all ofits outstanding securities by another 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
ALBERTA, SASKATCHEWAN, ONTARIOAND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEWSYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
DESTINATION RESORTS INC.
MRRS DECISION DOCUMENT
1. WHEREAS the local securities regulatoryauthority or regulator (the Decision Maker) in Alberta, Saskatchewan,Ontario and Québec (the Jurisdictions) has receivedan application from Destination Resorts Inc. (DRI) for a decisionunder the securities legislation of the Jurisdictions (theLegislation) that DRI be deemed to have ceased to be a reportingissuer under the Legislation;
2. AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Applications (the System),the Alberta Securities Commission (the Commission) is theprincipal regulator for this application;
3. AND WHEREAS DRI has representedto the Decision Makers that:
3.1 DRI was incorporated under the BusinessCorporations Act (Alberta) (the ABCA) on December 5,1996;
3.2 DRI's head office is located in Calgary,Alberta;
3.3 DRI is a reporting issuer in the Jurisdictionsand, other than non-compliance with National Policy Statement31 - Change of Auditor of a Reporting Issuer, inconnection with the change of auditors at its annual generaland special meeting held on May 31, 2000, DRI is not indefault of any of the requirements of the Legislation;
3.4 DRI became a reporting issuer in Albertaon December 6, 1996 with the filing of a securities exchangetake-over bid circular;
3.5 the authorized capital of DRI consistsof an unlimited number of common shares (the Common Shares)and an unlimited number of preferred shares, of which asof July 25, 2002, there were 53,176,203 Common Shares issuedand outstanding together with options (the Options) to acquirean aggregate of 3,410,416 Common Shares;
3.6 on November 22, 2000, T.G.S. PropertiesLtd., a corporation incorporated pursuant to the laws ofthe Province of Alberta, completed an insider bid and compulsoryacquisition transaction and became the sole holder of theCommon Shares;
3.7 the Common Shares were delisted by TheToronto Stock Exchange (TSX) at the close of business onNovember 30, 2000;
3.8 DRI concluded two private placementson January 15, 2001, resulting in two additional registeredholders of Common Shares resident in Alberta;
3.9 as at the date hereof, the outstandingCommon Shares held by three shareholders and the Optionsare held by one of the holders of Common Shares and threeOption holders;
3.10 the books of DRI indicate that thelast known address of the holders of Common Shares and oneOption holder is in Alberta and the other two Option holdersis in British Columbia;
3.11 in addition to the Common Shares andthe Options, DRI also had outstanding $10,414,000 principalamount 8% convertible redeemable debentures (the Debentures),which matured on June 30, 2002 and which were listed andposted for trading on the TSX;
3.12 the Debentures were paid in full onmaturity and delisted by the TSX at the close of businesson June 28, 2002;
3.13 DRI has no securities, including debtobligations, outstanding, other than the outstanding CommonShares and Options;
3.14 all of the security holders of DRIresident in Alberta are aware that DRI has applied to ceaseto be a reporting issuer in the Jurisdictions and have indicatedthat they understand the nature of the application and haveno objection it;
3.15 no securities of DRI are listed orquoted on any exchange or market; and
3.16 DRI does not intend to seek publicfinancing by way of an offering of its securities;
4. AND WHEREAS under the System, thisMRRS Decision Document evidences the decision of each DecisionMaker (collectively, the Decision);
5. AND WHEREAS each of the DecisionMakers is satisfied that the test contained in the Legislationthat provides the Decision Maker with the jurisdiction tomake the Decision has been met;
6. THE DECISION of the Decision Makersunder the Legislation is that DRI is deemed to have ceasedto be a reporting issuer.
August 16, 2002.
"Patricia M. Johnston"