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Standard Radio Inc. - MRRS Decision
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 LEGISLATIONOF
ONTARIO, ALBERTA AND NOVASCOTIA
AND
IN THE MATTER OF
THE MUTUAL RELIANCE SYSTEMFOR
EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF
STANDARD RADIO INC.
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof Ontario, Alberta and Nova Scotia (the "Jurisdictions")has received an application from Standard Radio Inc. (the "Filer")for:
(i) a decision pursuant to the securitieslegislation of the Jurisdictions (the "Legislation")that the Corporation be deemed to have ceased to be a reportingissuer under the Legislation; and
(ii) in Ontario only, an order pursuantto the Business Corporations Act (Ontario) (the "OBCA")that the Corporation be deemed to have ceased to be offeringits securities 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 the Filer has representedto the Decision Makers as follows:
1. The Filer is the corporation continuingunder the OBCA following the amalgamation on September 1,2002 (the "Amalgamation") of Iceberg Media.com Inc.("Iceberg"), a corporation amalgamated under theOBCA, and Standard Radio Inc. (the "Offeror"), acorporation amalgamated under the OBCA and a wholly-ownedsubsidiary of Standard Broadcasting Corporation Limited ("SBCL").
2. The principal and registered office ofthe Filer is located at 2 St. Clair Avenue West, Suite 1100,Toronto, Ontario M4V 1L6.
3. Iceberg was a "reporting issuer"in each of the Jurisdictions at the time of the Amalgamation.As a result of the Amalgamation, the Filer became a reportingissuer in each of the Jurisdictions. The Filer is not in defaultof any requirements under the Legislation.
4. On May 27, 2002, the Offeror made a formaloffer (the "Offer") by take-over bid to acquireall the issued and outstanding common shares of Iceberg (the"Common Shares") for $0.05 per Common Share.
5. The Offer was originally set to expireon July 3, 2002 but was extended to July 19, 2002 by a Noticeof Extension dated July 5, 2002, and further extended to August2, 2002 by a Notice of Extension dated July 19, 2002.
6. On July 3, July 19 and August 2, 2002,the Offeror acquired 23,845,713 Common Shares, or approximately89.5% of the Common Shares then outstanding, excluding the5,964,240 Common Shares held by the Offeror prior to the dateof the Offer.
7. As disclosed in the Offer, the Offerorintended to pursue other means of acquiring, directly or indirectly,all of the Common Shares not deposited under the Offer (a"Subsequent Acquisition Transaction").
8. The parties agreed that the SubsequentAcquisition Transaction would be by way of the Amalgamationand an amalgamation agreement dated August 6, 2002 (the "AmalgamationAgreement") was executed by the parties.
9. Upon the Amalgamation becoming effective:
(a) each common share of the Offeror outstandingimmediately prior to the Amalgamation was converted intoone common share of the Filer;
(b) each Common Share (other than thoseheld by the Offeror and by the Dissenting Shareholders (definedbelow) prior to the Amalgamation) was converted into oneClass A redeemable preferred share of Amalco (the "PreferredShares");
(c) all Common Shares held by the Offerorwere cancelled; and
(d) a Dissenting Shareholder became entitledto be paid the fair value for such Dissenting Shareholder'sCommon Shares and the Common Shares held by such DissentingShareholder were cancelled.
10. The terms of the Preferred Shares requiredthe Filer to redeem all such shares for $0.05 per share (the"Redemption"), subsequent to the conversion referredto in paragraph 9(b) above.
11. The net effect of the Amalgamation andthe subsequent Redemption is that holders of Common Shares(other than the Offeror) became entitled to receive $0.05for each of their Common Shares and ceased to be shareholdersof Iceberg.
12. The Amalgamation was duly approved andauthorized by the shareholders of Iceberg and the Offeroron August 28, 2002. Articles of amalgamation were then filedand the Amalgamation became effective on September 1, 2002.
13. Pursuant to the Amalgamation Agreement,the Redemption was effected on September 1, 2002 and the Filerbecame a wholly-owned subsidiary of SBCL as of that date.
14. In accordance with section 185 of theOBCA, a registered holder of Common Shares may dissent inrespect of the shareholders resolution of Iceberg to approvethe Amalgamation (a "Dissenting Shareholder").
15. There are two Dissenting Shareholders,holding 4,000 Common Shares each, and a notice of adoptionof resolution was sent to each such Dissenting Shareholderon August 29, 2002 pursuant to subsection 185(8) of the OBCA.
16. Pursuant to the terms of the AmalgamationAgreement, subsequent to the Amalgamation becoming effective,the Common Shares held by the two Dissenting Shareholdershave been cancelled. In accordance with the procedures insection 185 of the OBCA, the two Dissenting Shareholders areentitled to be paid the fair value for their Common Shares.
17. The Common Shares were delisted from theTSX Venture Exchange on August 30, 2002 and no securitiesof the Filer are listed or quoted on any exchange or market.
18. The Filer has no securities, includingdebt securities, outstanding, other than the Common Sharesand an inter-corporate debt owed to its parent, SBCL.
19. The Filer does not intend to seek publicfinancing by 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 Makers with the jurisdiction to make theDecision has been met;
THE DECISION of the Decision Makers underthe Legislation is that the Filer is deemed to have ceased tobe a reporting issuer or the equivalent under the Legislation.
October 31, 2002.
"John Hughes"
AND IT IS HEREBY ORDERED by the OntarioSecurities Commission pursuant to subsection 1(6) of the OBCAthat the Filer is deemed to have ceased to be offering its securitiesto the public for the purposes of the OBCA.
October 21, 2002.
"Theresa McLeod" "K.D. Adams"