Securities Law & Instruments

Headnote

Issuer deemed to have ceased to be a reporting issuer. Issuer has 54 security holders in Ontario A substantial majority of shareholders are insiders of the issuer. Issuer required to continue to provide security holders with continuous disclosure information about the issuer.

Statutes Cited

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

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, CHAPTER S-5, AS AMENDED (the "Act")

AND

IN THE MATTER OF

DOMINION AND ANGLO INVESTMENT CORPORATION

 

ORDER

(Section 83 of the Act)

UPON the application of Dominion and Anglo Investment Corporation ("Dominion") to the Ontario Securities Commission (the "Commission") for an order, pursuant to section 83 of the Act, that Dominion be deemed to have ceased to be a reporting issuer for the purposes of the Act;

AND UPON considering the application and the recommendation of staff of the Commission;

AND UPON Dominion having represented to the Commission that:

1. Dominion is a corporation incorporated under the laws of Canada in 1930 and is a reporting issuer only in the Province of Ontario.

2. The Applicant is a reporting issuer in Ontario only because it had securities that were listed and posted on a stock exchange in Ontario at a time since September 15, 1979. It meets none of the other criteria that would cause it to be deemed a reporting issuer under the definition of that term in section 1(1) of the Act.

3. From prior to September 15, 1979 until October 15, 1982, Dominion had preferred shares which were listed and posted for trading on the Toronto Stock Exchange (the TSX). These shares were voluntarily delisted from the TSX in 1982 when they were no longer able to meet the minimum listing requirements with respect to the number of shares held by the public. Dominion also had common shares trading on the TSX. Those shares were delisted in 1971.

4. No securities of Domino are currently quoted on any exchange or market in Canada. On average over the past decade, only one trade has taken place per year with one resulting change per year in the share registry of Dominion, in respect of each class of Dominion's shares.

5. As of December 23, 2003 Dominion had the following shares issued and outstanding: Common shares - 335,935; Preferred Shares - 5,223; Special Common Shares - 173,819; Third Common Shares - 5,246; Junior Preferred Shares, 1983 Series - 5,221,355; and Junior Preferred Shares, Special 1983 Series -- 5,207,381.

6. The Special Common Shares, Third Common Shares, Junior Preferred Shares 1983 Series, and Junior Preferred Shares, Special 1983 Series were issued only in the form of dividend-in-kind to the holders of the Common shares or upon conversions of Common shares to achieve certain income tax efficiencies.

7. With respect to the classes of common shares of the Issuer, the family of the Honourable Henry N. R. Jackman and entities with which they are associated (the Jackman Group) hold the substantial majority of the outstanding shares. The breakdown is as follows: Common shares - 99.99 %; Special Common shares - 99.56%; and Third Common shares -90.16% are held by the Jackman Group.

8. Outside of the Jackman Group, there are 28 registered holders of common shares, of which 27 are resident in Ontario. With respect to the Preferred shares there are 18 registered holders outside of the Jackman Group, of which only 16 are resident in Ontario. Members of the Jackman Group are aware of the present application.

9. Dominion is not an investment fund as defined in OSC Rule 14-501 as it purposes include investing for the purpose of exercising control. It is also not an active operating business but rather a portfolio of long-term investments in "significantly influenced companies". The costs of maintaining reporting issuer status now represents a significant element of Dominion's business expenses.

11. Dominion does not have any present intention to seek public financing by way of an offering to the public of its securities in Canada or any other jurisdiction nor to have any of its shares listed on any stock exchange.

12. Dominion is not in default of any of its requirements as a reporting issuer in Ontario.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

IT IS ORDERED, pursuant to section 83 of the Act, that Dominion is deemed to have ceased to be a reporting issuer for purposes of the Act provided that, Dominion continues to provide to its security holders on a timely basis the following continuous disclosure documents:

a. An annual report including audited comparative financial statements and Management's Discussion an Analysis, together with a complete listing of all portfolio holdings; and

b. Quarterly reports, including unaudited comparable quarterly financial statements and Management's Discussion and Analysis.

March 12, 2004.

"Paul M. Moore"
"Suresh Thakrar"