MessagingDirect Ltd. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications - company deemed to cease to be a reporting issuerafter all outstanding securities acquired by another company under a plan of arrangement.

Applicable Ontario Statutory Provisions

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

IN THE MATTER OF

THE SECURITIES LEGISLATION

OF ALBERTA AND ONTARIO

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF MESSAGINGDIRECT LTD.

MRRS DECISION DOCUMENT

1. WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of Alberta andOntario (the "Jurisdictions") has received an application from MessagingDirect Ltd. ("MDL") for a decisionpursuant to the securities legislation of the Jurisdictions (the "Legislation") that MDL be deemed to have ceasedto be a reporting issuer under the Legislation;

2. AND WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the"System") the Alberta Securities Commission is the principal regulator for this application;

3. AND WHEREAS it has been represented by MDL to the Decision Makers that:

3.1 MDL was incorporated under the Business Corporations Act (Alberta), is a reporting issuer in eachof the Jurisdictions and is not in default of any of the requirements of the legislation;

3.2 MDL's head office is located in Edmonton, Alberta;

3.3 The authorized capital of MDL consists of an unlimited number of class A common shares ("MDLShares"), an unlimited number of class B preferred shares ("Class B Shares") and an unlimitednumber of class C preferred shares ("Class C Shares"). As of January 12, 2001, 21,829,031 MDLShares and no Class B Shares or Class C Shares were issued and outstanding;

3.4 Transaction Systems Architects, Inc. ("TSA"), through its indirect subsidiary TSA Exchangeco Limited,acquired all of the issued and outstanding securities of MDL pursuant to the terms of a CombinationAgreement dated as of October 24, 2000 among TSA, Transaction Systems Architects Nova ScotiaCompany, TSA Exchangeco Limited and MDL (the "Combination Agreement") and the plan ofarrangement contemplated by the Combination Agreement (the "Plan of Arrangement");

3.5 The MDL Shares are not, and have never been, listed or quoted on any exchange or public market;

3.6 pursuant to the Combination Agreement and Plan of Arrangement, on January 11, 2001 TSAExchangeco Limited became the sole shareholder of MDL;

3.7 MDL has no securities, including debt securities, outstanding other than the MDL Shares held by TSAExchangeco Limited; and

3.8 MDL does not currently intend to seek public financing by way of an offering of securities.

4. AND WHEREAS under the System, this MRRS Decision Document evidences the decision of each DecisionMaker (collectively, the "Decision");

5. AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that providesthe Decision Maker with the jurisdiction to make the Decision has been met;

6. THE DECISION of the Decision Makers under the Legislation is that MDL is deemed to have ceased to be areporting issuer under the Legislation.

January 25, 2001.

David C. Linder

Executive Director