Minacs Worldwide Inc. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications - s. 83 of Securities Act (Ontario) -Issuer deemed to cease to be a reporting issuer under applicable securities laws.

Applicable Legislative Provisions

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

October 26, 2006

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO, ALBERTA, QUEBEC, AND

NOVA SCOTIA (the "Jurisdictions")

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

MINACS WORLDWIDE INC.

(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 (the "Requested Relief") under the securities legislation of the Jurisdictions (the "Legislation") that the Filer be deemed to have ceased to be a reporting issuer in the Jurisdictions.

Under the Mutual Reliance Review System for Exemptive Relief Applications (the "MRRS"):

(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 predecessor company to the Filer, Phonettix Intelecom Limited, was formed on August 31, 1996 under the Business Corporations Act (Ontario) (the "OBCA"). On July 21, 1999, articles of amendment were filed changing the name from Phonettix Intelecom Limited to the current name of the Filer, Minacs Worldwide Inc.

2. The Filer's registered and principal office is located at 180 Duncan Mill Road, 7th Floor, Toronto, Ontario M3B 1Z6.

3. The authorized share capital of the Filer consists of an unlimited number of common shares and an unlimited number of preferred shares of which 22,893,105 common shares and no preferred shares are issued and outstanding as of October 12, 2006.

4. The Filer is a reporting issuer under the Legislation in each of the Jurisdictions and in British Columbia.

5. To the best of its knowledge, the Filer is not in default of any of its obligations as a reporting issuer under the Legislation and the applicable securities legislation in British Columbia.

6. The Filer has filed a notice under BC Instrument 11-502 to voluntarily surrender its reporting issuer status in British Columbia.

7. AV TransWorks Ltd. ("TransWorks"), a wholly-owned subsidiary of TransWorks Information Services Ltd., a corporation incorporated under the laws of India which is a member of the Aditya Birla Group, made an offer on July 13, 2006 (the "Offer") to purchase at a price of $5.50 per share all the issued and outstanding common shares of the Filer (the "Shares"). The Offer, which expired at 5:00 p.m. (Toronto time) on August 18, 2006, was accepted by holders of approximately 97.5% of the outstanding Shares.

8. TransWorks took up and paid for all Shares tendered to the Offer and exercised its right (which intention was disclosed in the take over bid circular relating to the Offer), pursuant to section 188 of the Business Corporations Act (Ontario) (the "OBCA"), to effect a compulsory acquisition of the Shares not already owned by TransWorks. In accordance with the requirements to effect a compulsory acquisition under the OBCA, on September 8, 2006 TransWorks (a) sent a notice of compulsory acquisition to all shareholders of the Filer who did not elect to accept the Offer ("Dissenting Offerees"), (b) placed in trust with Computershare Investor Services Inc. on behalf of the Filer, the amount of money that TransWorks would have had to pay or transfer to all Dissenting Offerees if they had elected to accept the Offer, and (c) sent a notice of compliance to all Dissenting Offerees informing them of the placement in trust of the aforementioned funds.

9. Pursuant to subsection 188(10) of the OBCA, TransWorks was deemed to have acquired all of the Shares of the Dissenting Offerees on October 9, 2006, and, therefore, became the sole shareholder of the Filer as of that date.

10. In addition to outstanding Shares, the only other securities, including debt securities, of the Filer are (i) 172,500 "out of the money" stock options, each exercisable for one common share of the Filer, issued pursuant to the Filer's stock option plan, and (ii) 911 financial warrants, each exchangeable for one common share of the Filer, issued pursuant to a Warrant Agreement dated October 31, 2001.

11. All "in the money" stock options were exercised by the holders thereof, and therefore cancelled, prior to the expiry of the Offer. The "out of the money" options are exercisable at prices ranging from $6.88 to $8.00 per Share, which are greater than the Offer price per share of $5.50, and such options expire during the period from April 19, 2008 to April 2, 2010. The "out of the money" options are held by 28 individuals, of which 21 are resident in the Province of Ontario, two are resident in the Province of Nova Scotia, and five are resident in the State of Michigan in the United States. It is anticipated that none of the "out of the money" options will ever be exercised, since the Shares have been delisted from the Toronto Stock Exchange as of September 12, 2006 and the Filer does not anticipate a market for such Shares will develop. In the unlikely event that the holders of such "out of the money" options ever exercise, the Filer will make efforts to acquire the Shares from the holder or will effect a consolidation or other transaction in accordance with applicable law.

12. The outstanding financial warrants are held by one securityholder, whose last known address on the Filer's records is in the Bahamas. Each financial warrant is exercisable into one common share at a price of $4.10 and expires on November 30, 2006. All other holders of warrants have exercised these securities, which were therefore cancelled. If the one remaining holder of warrants, whom the Filer continues to attempt to contact but has been unsuccessful, exercises his warrants, the Filer intends to provide him with a payment equal to the difference between the $5.50 Offer price and the exercise price of the warrant, which is the identical consideration paid to other warrant holders who have exercised their warrants since the Offer was made.

13. No securities of the Filer are traded on a marketplace as defined in National Instrument 21-101 -- Marketplace Operation.

14. The Filer has no plans to seek public financing by offering its securities in Canada.

15. Upon the grant of the Requested Relief, the Filer will not be a reporting issuer or the equivalent in any jurisdiction of 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 pursuant to the Legislation is that the Requested Relief is granted.

"Wendell S. Wigle"

"David L. Knight"