Securities Law & Instruments

Headnote

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, ONTARIO AND NOVASCOTIA

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

DRECO ENERGY SERVICES LTD.

 

MRRS DECISION DOCUMENT

1. WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") ineach of, Alberta, Ontario and Nova Scotia (collectively, the"Jurisdictions") has received an application fromDreco Energy Services Ltd. (the "Applicant") fora decision under the securities legislation of the Jurisdictions(the "Legislation") that the Applicant be declaredto no longer be a reporting issuer under the Legislation;

2. AND WHEREAS pursuant to section 3.2 ofNational Policy 12-201 - Mutual Reliance Review System forExemptive Relief Applications (the "National Policy"),the Alberta Securities Commission is the principal regulatorfor this application;

3. AND WHEREAS the Applicant has representedto the Decision Makers that:

3.1 the Applicant was incorporated underthe laws of the Province of Alberta on August 27, 1980;

3.2 the Applicant is a wholly-owned subsidiaryof National-Oilwell, Inc. ("National-Oilwell"),and its registered office is located in Edmonton, Alberta;

3.3 the Applicant is engaged in the businessof manufacturing oilfield equipment used by the worldwidepetroleum exploration and production industry;

3.4 the Applicant is a reporting issuerin the Provinces of Alberta, British Columbia, Ontario andNova Scotia and is not in default of its obligations asa reporting issuer in such jurisdictions;

3.5 on September 25, 1997, a plan of arrangementunder Section 186 of the Business Corporations Act(Alberta) was put in place (the "Plan"). Underthe Plan, all of the then common shares of the Applicantwere exchanged for either common stock of National-Oilwellor exchangeable shares of the Applicant (the "ExchangeableShares"). The Exchangeable Shares are convertible ona one-for-one basis for common stock of National-Oilwell.Until September 25, 2002, the Exchangeable Shares tradedon The Toronto Stock Exchange;

3.6 the Applicant does not have any publicdebt securities outstanding nor any other securities outstanding;

3.7 in accordance with the terms of thePlan, the Exchangeable Shares were automatically redeemedon the fifth anniversary of the date of the Plan, beingSeptember 25, 2002. On September 25, 2002, holders of theExchangeable Shares were given common stock of National-Oilwellin exchange for the Exchangeable Shares;

3.8 the Exchangeable Shares were delistedfrom The Toronto Stock Exchange on September 25, 2002;

3.9 the Applicant does not intend to seekpublic financing by way of an offering of its securities;

4. AND WHEREAS under the National Policy,this MRRS Decision Document evidences the decision of eachDecision Maker (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 Maker underthe Legislation is that the Applicant is declared to be nolonger a reporting issuer under the Legislation as of thedate of this Decision Document.

October 2, 2002.

"Patricia M. Johnston"