Securities Law & Instruments

Headnote

Subsection 1(10) of the Securities Act -- Application by reporting issuer for an order that it is not a reporting issuer -- Requested relief granted.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10).

September 28, 2007

IN THE MATTER OF

THE SECURITIES LEGISLATION

OF ONTARIO AND QUEBEC

(THE "JURISDICTIONS")

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

THE MACYRO GROUP 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 under the securities legislation of the Jurisdictions (the "Legislation") that the Filer is not a reporting issuer in the Jurisdictions in accordance with the Legislation.

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.

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 results from the amalgamation (the "Amalgamation") of The Macyro Group Inc. (the "Corporation") with 4418565 Canada Inc. ("Subco"), a wholly-owned indirect subsidiary of RED Holdings Group, Inc. ("RED"), the corporation resulting from the Amalgamation being hereinafter referred to as "Macyro".

2. The Corporation was incorporated pursuant to An Act respecting Canadian Business Corporations (Canada) by Certificate of Incorporation dated November 28, 1978.

3. The Corporation is a reporting issuer or its equivalent in the jurisdictions.

4. The head office of the Corporation is located at 6140 Sainte-Anne Boulevard, L'Ange-Gardien, (Québec), G0A 2K0.

5. Subco is a corporation incorporated pursuant to the Canada Business Corporations Act as a wholly-owned indirect subsidiary of RED through 4341465 Canada Inc. ("Canadian Holdco").

6. On April 12, 2007, as further described in the management proxy circular of the Corporation dated May 11, 2007 (the "Circular"), the board of directors of the Corporation decided to approve the execution of an Amalgamation Agreement between the Corporation and Subco in order to realize the Amalgamation.

7. The Circular was sent to the shareholders of the Corporation (the "Shareholders") and filed through the System for Electronic Document Analysis and Retrieval ("SEDAR") under the profile of the Corporation at www.sedar.com, where a copy of the Circular can be accessed to.

8. The Amalgamation was duly submitted for approval to the Shareholders at a special meeting of the Shareholders of the Corporation held on Monday, June 11, 2007 (the "Meeting").

9. The Amalgamation was approved by the Shareholders at the Meeting.

10. The Amalgamation has been completed and Statutes of Amalgamation as well as a Certificate of Amalgamation were issued by Industry Canada on June 28, 2007.

11. The share capital of Macyro is comprised of an unlimited number of common shares (the "Macyro Common Shares") and preferred shares (the "Preferred Shares").

12. In connection with the Amalgamation, each of the common shares of the Corporation has been exchanged for one Preferred Share.

13. On the third business day following the effective date of the Amalgamation, being July 4, 2007, each Preferred Share was purchased against payment in species of $ 1.77 (the "Preferred Share Purchase").

14. Following the completion of the Amalgamation and the Preferred Share Purchase, Canadian Holdco is the sole shareholder of Macyro.

15. The Corporation has taken the necessary steps for its common shares to be delisted from the Toronto Stock Exchange ("TSX") following completion of the Amalgamation (the "TSX Delisting"). All of the TSX conditions related to the TSX Delisting have been satisfied and the TSX Delisting has been effective at the closure of markets on July 6, 2007.

16. There are no securities of the Corporation traded on any market, in the sense of Regulation 21-101 respecting marketplace operation.

17. The permanent information record of the Corporation complies with the obligations of the Legislation, except with regard to the following obligations:

a. The Management's Discussion and Analysis and the Annual Information Form for the period ended April 30, 2006, are not in conformity with the provisions of the Legislation;

b. The Circular does not contain all the information provided for under Form 52-110F2 of Regulation 52-110 on the audit committee;

c. The Circular does not contain all the information provided for under Form 58-101F2 of Regulation 58-101 respecting disclosure of corporate governance practices;

d. The certificates for the annual documents for the period ended April 30, 2006 do not present exactly the same formulation provided for under Form 52-109F2 of Regulation 52-109 respecting certification of disclosure in issuers' annual and interim filings;

e. The annual financial statements for the period ended April 30, 2007 as well as the relating annual Management Discussion and Analysis were not filed as provided for under Regulation 51-102 respecting continuous disclosure obligations;

f. The certificates for the annual documents for the period ended April 30, 2007 were not filed as provided for under Regulation 52-109 respecting certification of disclosure in issuers' annual and interim filings.

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 to revoke the Filer's reporting issuer status.

"Marie-Christine Barrette"
Manager, Financial Information
Autorité des marchés financiers