Ranchero Energy Inc. - MRRS Decision

MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications - corporation deemed to have ceased to be a reportingissuer when all of its issued and outstanding securities were acquired by another issuer.

Applicable Ontario Statutory Provisions

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

 

IN THE MATTER OFTHE SECURITIES LEGISLATIONOF ALBERTA, SASKATCHEWANAND ONTARIO AND IN THE MATTER OFTHE MUTUAL RELIANCE REVIEW SYSTEMFOR EXEMPTIVE RELIEF APPLICATIONS AND IN THE MATTER OF RANCHERO ENERGY INC.

 

MRRS DECISION DOCUMENT

 

1. WHEREAS the local securities authority or regulator (the "Decision Maker") in Alberta, Saskatchewan andOntario (the "Jurisdictions") has received an application from Ranchero Energy Inc. ("Ranchero") for a decisionunder the securities legislation of the Jurisdictions (the "Legislation") that Ranchero be deemed to have ceasedto be a reporting issuer under the Legislation.

2. AND WHEREAS under 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 Ranchero has represented to the Decision Makers that:

3.1 Ranchero was incorporated under the Business Corporations Act (Alberta) on September 6, 1994;

3.2 Ranchero is a reporting issuer in the Jurisdictions, British Columbia and Manitoba and became areporting issuer in Alberta by receiving a receipt for a final prospectus on August 23, 1995;

3.3 Ranchero is not in default of any of the requirements of the Legislation;

3.4 Ranchero's head office is located in Calgary, Alberta;

3.5 the authorized capital of Ranchero consists of an unlimited number of Class A shares common shares(the "Common Shares") and an unlimited number of Class B shares (the "Class B Shares");

3.6 21,484,127 Common Shares are outstanding and no Class B Shares are outstanding;

3.7 on February 28, 2001, Cypress Energy Inc. ("Cypress") made an offer to purchase all of the CommonShares, which was followed by a compulsory acquisition (the "Compulsory Acquisition") under the provisionsof the Business Corporations Act (Alberta);

3.8 the Compulsory Acquisition was completed on March 26, 2001;

3.9 Cypress is now the sole holder of the Common Shares;

3.10 the Common Shares were delisted from The Toronto Stock Exchange on March 27, 2001, and nosecurities of Ranchero are listed or quoted on any exchange or market;

3.11 other than the Common Shares, Ranchero has no securities, including debt securities, outstanding;

3.12 Ranchero does not intend to seek public financing by way of an offering of its 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 Ranchero is deemed to have ceased tobe a reporting issuer under the Legislation.

 

 

May 15, 2001.

"original signed by"

"Patricia M. Johnston"

Director, Legal Services & Policy Development