Securities Law & Instruments

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - Issuer has only one security holder -issuer deemed to have ceased to be a reporting issuer.

Subsection 1(6) of the Business CorporationsAct (Ontario) -- Issuer deemed to have ceased to be offeringits securities to the public.

Applicable Ontario Statutory Provisions

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

Business Corporations Act, R.S.O. 1990, c. B.16,as am., s. 1(6).

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

ONTARIO, ALBERTA, SASKATCHEWAN,QUEBEC,

NEWFOUNDLAND AND LABRADOR,NOVA SCOTIA,

YUKON TERRITORY AND NUNAVUT

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

EMCO LIMITED

 

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the Decision Maker) in each of Ontario,Alberta, Saskatchewan, Quebec, Newfoundland and Labrador, NovaScotia, Yukon Territory and Nunavut (the Jurisdictions) hasreceived an application from Emco Limited, (Emco or the Filer),an indirect wholly-owned indirect subsidiary of BlackfriarsCorp. (Blackfriars), for a decision under the securities legislationof the Jurisdictions (the Legislation) that the Filer be deemedto have ceased to be a reporting issuer or the equivalent underthe Legislation;

AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Applications (the MRRS),the Ontario Securities Commission (the Commission) is the principalregulator for this application;

AND WHEREAS the Filer has representedto the Decision Makers that:

1. Emco is a corporation incorporated underthe Business Corporations Act (Ontario) (the OBCA)with its head office and principal place of business in theProvince of Ontario.

2. Prior to the completion of the Take-OverBid (as hereinafter defined), Emco was a reporting issueror had an equivalent status in each of the provinces and territoriesof Canada and its common shares (the Common Shares) were listedon the Toronto Stock Exchange (the TSX) under the symbol "EML"and on the Nasdaq National Market under the symbol "EMLTF".In addition, prior to the completion of the Take-Over Bid,Emco's 6.5% convertible unsecured subordinated debentures(the Debentures) were listed on the TSX under the symbol "EML.DB".

3. In accordance with a Notice of Redemptionof Emco dated April 8, 2003, the outstanding Debentures wereredeemed on May 9, 2003 in accordance with their terms.

4. Other than the Common Shares and the Debentures(which were redeemed on May 9, 2003), Emco has no securities,including debt securities or options, outstanding. As of May9, 2003, all of the Common Shares were owned by a wholly-ownedsubsidiary of Blackfriars.

5. Blackfriars is a company incorporated pursuantto the laws of the State of Delaware.

6. On February 28, 2003, pursuant to a supportagreement entered into by and between the Filer, Blackfriarsand 2022841 Ontario Inc. (Bidco) dated February 19, 2003,Bidco offered to acquire all of the outstanding Common Sharesfor a cash price of $16.60 per share by means of a take-overbid circular (the Take-Over Bid).

7. The Take-Over Bid was successful, and onApril 7, 2003, Bidco took up and paid for the approximately95.7% of the Common Shares that were validly tendered to theTake-Over Bid.

8. The authorized share capital of the Filerconsists of an unlimited number of Common Shares and an unlimitednumber of preference shares, of which there are 15,908,633Common Shares and no preference shares issued and outstandingon a fully diluted basis.

9. The Filer is a reporting issuer in eachof the Jurisdictions in which such concept exists and to thebest of its knowledge is not in default of its obligationsas a reporting issuer under the Legislation.

10. The Common Shares and the Debentures weredelisted from the TSX at the close of business on May 9, 2003.The Common Shares were delisted from Nasdaq on or about April8, 2003. No other securities of Emco are listed or quotedon any stock exchange or quotation system.

11. On April 8, 2003 a notice was sent toall remaining shareholders pursuant to the compulsory acquisitionprovisions of the OBCA. Pursuant to section 188(10) of theOBCA, all of the remaining Common Shares were acquired byBidco on May 9, 2003, thereby making Emco an indirect wholly-ownedsubsidiary of Blackfriars.

12. Neither Blackfriars nor Bidco is currentlya reporting issuer, or the equivalent thereof, in any of theJurisdictions, and none of these entities has any intentionof becoming one.

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 Emco is deemed to have ceased to bea reporting issuer under the Legislation.

AND IT IS HEREBY ORDERED by the OntarioSecurities Commission pursuant to subsection 1(6) of the OBCAthat Emco is deemed to have ceased to be offering its securitiesto the public for the purposes of the OBCA.

May 20, 2003.

"H. Lorne Morphy"
"Theresa McLeod"