Section 83 of the Securities Act -- Issuer has 57 security holders in Canada holding a de minimis number of securities -- issuer is subject to securities legislation in the United States -- issuer not listed or quoted on an exchange or market in Canada -- issuer deemed to have ceased to be a reporting issuer.
Applicable Ontario Statutory Provisions
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)
IN THE MATTER OF
UPON the application of NewMarket Corporation (the Applicant) to the Ontario Securities Commission (the Commission) for an order pursuant to section 83 of the Act that the Applicant 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 the staff of the Commission;
AND UPON it being represented by the Applicant to the Commission as follows:
1. The Applicant is incorporated under the laws of the State of Virginia and its head office is located at 330 South Forth Street, Richmond, Virginia, U.S.A. 23218.
2. The Applicant was formed pursuant to a merger between Ethyl Corporation, its wholly-owned subsidiary, NewMarket Corporation and NewMarket Corporation's wholly-owned subsidiary, Ethyl Merger Sub Inc. and the resulting entity was named "NewMarket Corporation".
3. The Applicant is a reporting issuer in Ontario because in December 1974, the Applicant sought and obtained a listing for its common shares (Common Shares) on the Toronto Stock Exchange (the TSX). The purpose of the listing was to facilitate the ownership of foreign resource properties under the Canada Mining Regulations and the Canada Oil and Gas Land Regulations (the Regulations). Under such Regulations, certain leases could be granted if the Applicant's shares were listed on a Canadian stock exchange.
4. In connection with such listing, the Applicant obtained an order from the Commission dated July 16, 1975 (the OSC Order) exempting the Applicant from compliance with various requirements of the Securities Act (Ontario), R.S.O. 1970, c.426, as amended.
5. The Applicant voluntarily delisted its Common Shares from the TSX on October 8, 1984. The principal reasons for delisting the Common Shares were that the listing was no longer needed for the purposes of compliance with the Regulations and the fact that there was minimal trading activity in the Common Shares on the TSX.
6. The authorized capital of the Applicant consists of 80,000,000 Common Shares. As of April 1, 2005, a total of 16,987,259 Common Shares were issued or outstanding. The Common Shares are listed and traded on the New York Stock Exchange and the Pacific Exchange. The Applicant is not in default of the requirements of these stock exchanges.
7. There is no market for the Applicant's securities in Canada and none is expected to develop.
8. The shareholders register of the Applicant shows that as of April 1, 2005, the Applicant had 42 registered shareholders with addresses in Canada holding a total of approximately 14,275 Common Shares. As of the same date, there were 57 beneficial owners of the Common Shares with addresses in Canada holding a total of 119,293 Common Shares. The number of registered and beneficial shareholders with addresses in Canada represented less than 1% in number of all registered and beneficial shareholders and less than 1% of all outstanding Common Shares issued by the Applicant.
9. The Applicant is not a reporting issuer in any province in Canada other than Ontario. There are no securities of the Applicant listed or posted for trading on any stock exchange or market in Canada and the Applicant has no intention of seeking public financing by way of an offering of its securities in Canada. Even though the Applicant is listed by the Commission as a reporting issuer, the Applicant has not been required to comply with all of the requirements applicable to reporting issuers under the Act and does not file materials electronically through SEDAR.
10. The Applicant is not in default of the requirements of the Act or the regulations thereunder.
11. The Applicant is subject to the reporting requirements of the U.S. Securities Exchange Act of 1934 as amended from time to time and is not in default of the requirements thereunder. The Applicant delivers and will continue to deliver all disclosure material required by U.S. securities law to its shareholders located in Ontario and Canada. This information is also available to shareholders on the Applicant's website at www.newmarket.com and through the U.S. Securities and Exchange Commission website at www.sec.gov.
AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;
IT IS HEREBY ORDERED pursuant to section 83 of the Act that the Applicant is deemed to have ceased to be a reporting issuer for the purposes of the Act.
May 17, 2005.
"Paul M Moore"
"Wendell S. Wigle"