Mutual Reliance Review System for Exemptive Relief Applications - Issuer deemed to cease to be a reporting issuer in Ontario.
Applicable Ontario Statutory Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., s. 83.
May 2, 2005
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
QUÉBEC AND ONTARIO
IN THE MATTER OF THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF NEXXLINK TECHNOLOGIES INC.
MRRS DECISION DOCUMENT
The local securities regulatory authority or regulator (collectively, 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 (the "Requested Relief").
Under the Mutual Reliance Review System for Exemptive Relief Applications:
(a) the Autorité des marchés financiers is the principal regulator for this application; and
(b) this MRRS decision document evidences the decision of each Decision Maker.
Defined terms contained in National Instrument 14-101 Definitions have the same meaning in this decision unless they are defined in this decision.
This decision is based on the following facts represented by the Filer:
1. The Filer was incorporated under the Canada Business Corporation Act. The Filer is a reporting issuer in the provinces of Québec and Ontario.
2. As at March 16, 2005, there were 10,997,682 issued and outstanding common shares (the "Nexxlink Shares") of the Filer.
3. Pursuant to an application made to the Toronto Stock Exchange (the "TSX"), the Nexxlink Shares were delisted from trading on the TSX at the close of business on April 7, 2005.
4. The Nexxlink Shares are no longer listed on any stock exchange or traded over the counter in Canada or elsewhere.
5. Except for the fact that it has not filed its interim financial statements and its interim management's discussion and analysis for the second quarter ended January 31, 2005, the Filer is not in default of any obligations as a reporting issuer under the Legislation.
6. Pursuant to an offer to purchase all of the outstanding Nexxlink Shares made by 4257049 Canada Inc., a wholly owned subsidiary of Bell Canada, (the "Offeror") on December 20, 2004 as thereafter extended (the "Offer"), approximately 89.2% of the aggregate number of Nexxlink Shares outstanding were tendered under the Offer as at February 21, 2005.
7. As disclosed in the Offer, the Offeror caused the Filer to call a special shareholders meeting (the "Meeting") to complete the amalgamation of the Filer with the Offeror (the "Amalgamation"). The Meeting was held on April 7, 2005 and the Amalgamation was approved by the shareholders of the Filer with the result that the Filer became a wholly owned subsidiary of Bell Canada.
8. As a result of the Offer and the completion of the Amalgamation on April 7, 2005, all of the outstanding Nexxlink Shares are held by Bell Canada.
9. It is not the present intention of the Filer to seek public financing by way of an offering of securities.
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.