Securities Law & Instruments

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- issuer deemed to be no longer a reporting issuer under securities legislation (for MRRS Decisions).

Applicable Ontario Statutory Provisions

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

October 18, 2004

IN THE MATTER OF

THE SECURITIES LEGISLATION

OF ONTARIO AND ALBERTA (THE JURISDICTIONS)

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

COMMAND POST AND TRANSFER CORPORATION

(THE FILER)

 

MRRS DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) that the Filer is deemed to have ceased to be a reporting issuer in each Jurisdiction (the Requested Relief).

Under the Mutual Reliance Review System for Exemptive Relief Applications

(a) the Ontario Securities Commission is the principal regulator for this application, and

(b) this MRRS decision document evidences the decision of each Decision Maker.

Interpretation

Defined terms contained in National Instrument 14-101 Definitions have the same meaning in this decision unless they are defined in this decision.

Representations

This decision is based on the following facts represented by the Filer:

1. The Filer is a corporation amalgamated under the Business Corporations Act (Ontario) (the OBCA) and its head office is located in Toronto, Ontario.

2. The Filer is a reporting issuer or the equivalent under the Legislation.

3. The authorized capital of the Filer is an unlimited number of Preference Shares (509,551 are Series 1 Preference Shares) and an unlimited number of common shares (the Common Shares).

4. On April 6, 2004, Technicolor Creative Services Canada, Inc. (Technicolor) a wholly-owned subsidiary of Thomson SA, commenced a take-over bid for all of the Common Shares. The take-over bid expired on May 12, 2004 and on May 12, 2004 Technicolor took up and paid for 19,213,801 tendered shares, representing approximately 97.04% of the Common Shares.

5. On June 4, 2004, Technicolor mailed a Notice of Compulsory Acquisition under subsection 188(2) of the OBCA to holders of Common Shares not tendered pursuant to the take-over bid.

6. The Common Shares were delisted from the TSX -- Venture Exchange on May 19, 2004.

7. As of July 15, 2004, all the issued and outstanding Common Shares are currently held by Technicolor.

8. The Filer is currently in default with respect to the filing of its most recent annual and interim financial statements, Management's Discussion and Analysis, Annual Information Form and participation fees, it was not in default at the time of the above transactions.

9. The Filer is not in default of any other obligations under the Legislation as a reporting issuer.

10. The Filer has no intention to seek public financing by offering its securities in Canada.

Decision

Each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the decision has been met.

The decision of the Decision Makers under the Legislation is that the Requested Relief is granted.

"Paul M. Moore, Q.C."
Vice-Chair
Ontario Securities Commission
 
"H. Lorne Morphy, Q.C."
Commissioner
Ontario Securities Commission