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Thompson Corporation PLC, The - MRRS Decision
Headnote
Mutual Reliance Review System for ExemptiveRelief Applications - Issuer has only one beneficial holderof equity securities and one holder of debt - issuer deemedto have ceased being 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 LEGISLATIONOF
ALBERTA, SASKATCHEWAN, ONTARIO,NEW BRUNSWICK,
NOVA SCOTIA, NEWFOUNDLAND,YUKON, AND
NUNAVUT
AND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEWSYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF
THE THOMSON CORPORATION PLC
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatoryauthority or regulator (the Decision Maker) in each of Alberta,Saskatchewan, Ontario, New Brunswick, Nova Scotia, Newfoundland,Yukon, and Nunavut (the Jurisdictions) has received an applicationfrom The Thomson Corporation PLC (TTCP), a wholly-owned indirectsubsidiary of The Thomson Corporation (TTC and, together withTTCP, the Filer) for a decision under the securities legislationof the Jurisdictions (the Legislation) that TTCP be deemed tohave ceased to be a reporting issuer in each of the Jurisdictions;
AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Applications (the System),the Ontario Securities Commission is the principal regulatorfor this application;
AND WHEREAS the Filer has representedto the Decision Makers that:
1. TTCP is a corporation incorporated underthe laws of England.
2. On December 22, 1994, TTCP replaced TTC(1994) Limited (formerly The Thomson Corporation PLC) (OldTTCP) as the principal United Kingdom holding company of theUnited Kingdom subsidiaries of TTC pursuant to a reorganizationimplemented in part by a statutory Scheme of Arrangement (theArrangement) under section 425 of the United Kingdom CompaniesAct, 1985. On December 22, 1994, Old TTCP was a reportingissuer or the equivalent thereof in all of the Jurisdictions.By virtue of the Arrangement and Old TTCP's reporting issuerstatus, TTCP became a reporting issuer or the equivalent thereofin all of the Jurisdictions.
3. TTCP is presently a reporting issuer orthe equivalent thereof in all of the Jurisdictions and, toits knowledge, TTCP is not in default of any requirementsof the Legislation.
4. The head office of TTCP is located in theUnited Kingdom and the head office of TTC is in Ontario.
5. On June 17, 2002 (the Redemption Date),TTCP redeemed all of its ordinary shares of 1p (sterling)(the 1p shares) under then outstanding by payment in sterlingof a redemption price of 1p per share, being the par valueof the 1p Shares. Prior to the Redemption Date, each 1p Share,together with a related common share of TTC, was listed asa unit on the LSE and each 1p Share was only transferablewith a related common share of TTC. At the close of tradingon the Redemption Date, all of the units representing 1p Shareslinked with a common share of TTC were delisted from the LSE.
6. The issued and outstanding capital of TTCPconsists of ordinary shares of 4p (sterling) (Ordinary Shares)and 6% non-cumulative preference shares of 96p (sterling)(Preference Shares).
7. All of the outstanding Ordinary Sharesand Preference Shares are held indirectly by TTC through twosubsidiaries (the TTC Subsidiaries). The TTC Subsidiariesare the sole shareholders of TTCP and consented to the makingof an application for a decision to deem TTCP to have ceasedto be a reporting issuer.
8. No securities of TTCP listed or quotedon any exchange or market.
9. TTCP does not intend to seek public financingby way of a public offering of its securities.
10. TTCP has no securities outstanding otherthan the Ordinary Shares and Preference Shares held indirectlyby TTC and debt held by an affiliate of TTCP.
AND WHEREAS under the System, this MRRSDecision Document evidences the decision of each Decision Maker(collectively, the Decision);
AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the jurisdiction to make theDecision has been met;
THE DECISION of the Decision Makers underthe Legislation is that TTCP is deemed to have ceased to bea reporting issuer or the equivalent under the Legislation.
October 18, 2002.
"John Hughes"