Securities Law & Instruments

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications -- AT&T Canada Limited (formerly AT&TCanada Inc.), a wholly-owned subsidiary of New AT&T CanadaInc. as a result of a plan of arrangement under the Companies'Creditors Arrangement Act ceases to be 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,QUÉBEC,

NOVA SCOTIA AND NEWFOUNDLANDAND LABRADOR

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

AT&T CANADA INC.

AND

IN THE MATTER OF

AT&T CANADA LIMITED

 

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof the Provinces of Alberta, Saskatchewan, Ontario, Québec,Nova Scotia and Newfoundland and Labrador (the "Jurisdictions")has received an application from AT&T Canada Limited (formerlyAT&T Canada Inc.) ("AT&T Canada") and AT&TCanada Inc. (formerly 6067760 Canada Inc.) ("New AT&TCanada", and collectively with AT&T Canada, the "Filers")for a decision under the securities legislation of the Jurisdictions(the "Legislation") that AT&T Canada be deemedor declared to have ceased to be a reporting issuer in eachof 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, unless otherwise defined,the terms herein have the meaning set out in National Instrument14-101 Definitions or in Québec Commission Notice14-101;

AND WHEREAS the Filers have representedto the Decision Makers that:

1. AT&T Canada is organized under thelaws of Canada. The registered and principal office of AT&TCanada is located at 200 Wellington Street West, Toronto,Ontario, Canada M5V 3G2.

2. AT&T Canada is Canada's largest competitivenational broadband business service provider and competitivelocal exchange carrier and a leading provider of Internetand e-business solutions.

3. AT&T Canada is and has been a reportingissuer (or the equivalent) since December 3, 1997 in eachof the Jurisdictions that recognizes the reporting issuerconcept and is not in default of its obligations as a reportingissuer thereunder.

4. On April 1, 2003, AT&T Canada and certainof its subsidiaries, namely AT&T Canada Corp., AT&TCanada Telecom Services Company, AT&T Canada Fibre Company,MetroNet Fiber US Inc., MetroNet Fiber Washington Inc. andNetcom Canada Inc. (collectively with AT&T Canada, the"AT&T Canada Companies") completed the implementationof a consolidated plan of arrangement and reorganization (the"Plan") under the Companies' Creditors ArrangementAct and the Canada Business Corporations Act (the"CBCA"). The Plan provided for the restructuringof the AT&T Canada Companies and the compromise of therights and claims of holders of notes of AT&T Canada andcertain other creditors of the AT&T Canada Companies (collectivelywith the holders of AT&T Canada notes, the "AffectedCreditors").

5. New AT&T Canada was incorporated onFebruary 20, 2003 under the laws of Canada for the purposeof, among other things, effecting an exchange of the claimsof the Affected Creditors in accordance with the provisionsof the Plan. The registered and principal office of New AT&TCanada is located at 200 Wellington Street West, Toronto,Ontario, Canada M5V 3G2.

6. Implementation of the Plan resulted ina substantial reorganization of the debt and equity and thecorporate structure of the AT&T Canada Companies. On April1, 2003 (the "Plan Implementation Date"), the AffectedCreditors received a combination of cash and shares of NewAT&T Canada in exchange for the claims (including allof the notes issued by AT&T Canada) owed by the AT&TCanada Companies. As well, pursuant to the Plan, the articlesof reorganization of AT&T Canada under Section 191 ofthe CBCA became effective on the Plan Implementation Dateand, among other things, authorized a new class of commonshares and issued 10,000 of such new common shares to NewAT&T Canada.

7. In addition, the articles of reorganizationof AT&T Canada cancelled the existing equity of AT&TCanada (including options or other rights to acquire the existingshares of AT&T Canada but excluding the 10,000 new commonshares issued to New AT&T Canada) without payment of anycompensation. As a result, on the Plan Implementation Date,AT&T Canada became a wholly-owned subsidiary of New AT&TCanada.

8. Other than the new common shares ownedby New AT&T Canada, AT&T Canada has no securities(including debt securities) outstanding.

9. AT&T Canada has no current intentionof raising financing by way of an offering of securities tothe public in Canada.

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 AT&T Canada be deemed or declaredto have ceased to be a reporting issuer under the Legislation.

May 1, 2003.

"Iva Vranic"