Securities Law & Instruments

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - Issuer has only one security holder -issuer deemed to 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, MANITOBA,ONTARIO,

QUEBEC, NOVA SCOTIA AND NEWFOUNDLANDAND LABRADOR

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

LONDON INSURANCE GROUP INC.

 

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof Alberta, Saskatchewan, Manitoba, Ontario, Quebec, Nova Scotiaand Newfoundland and Labrador (collectively, the "Jurisdictions")has received an application from London Insurance Group Inc.(the "Filer") for a decision under the securitieslegislation of the Jurisdictions (the "Legislation")that the Filer be deemed to have ceased to be a reporting issuerunder the Legislation;

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. The Filer is a corporation continued underthe CBCA and is a reporting issuer or its equivalent in eachof British Columbia, Alberta, Saskatchewan, Manitoba, Ontario,Quebec, Nova Scotia and Newfoundland and Labrador and is notin default of its reporting issuer obligations under the Legislation.

2. The head office of the Filer is locatedin Ontario.

3. The authorized capital of the Filer consistsof an unlimited number of common shares, an unlimited numberof Class I Preferred Shares and an unlimited number of ClassII Preferred Shares.

4. As of the date hereof 95,792,802 CommonShares (the "Common Shares") are issued and outstanding.

5. The Great-West Life Assurance Company ("GWL")owns all of the issued and outstanding Common Shares of theFiler. GWL is a company amalgamated under The InsuranceCompanies Act (Canada) and is a reporting issuer or itsequivalent in each province of Canada (where that conceptexists).

6. Other than the Common Shares owned by GWL,the Filer has no securities, including debt securities, outstanding.

7. No securities, including debt securities,of the Filer are listed or quoted on any exchange or market.

8. The Filer has no present intention of seekingpublic financing by way of an offering of its securities

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 the Filer is deemed to have ceased tobe a reporting issuer or the equivalent under the Legislation.

February 4, 2003.

"Iva Vranic"