Securities Law & Instruments

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - Reporting issuer deemed to have ceasedto be a reporting issuer - only one security holder remaining.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am.,ss. 1(1), 6(3) and 83.

IN THE MATTER OF

THE SECURITIES ACT, RSO. 1990,C.S.5, AS AMENDED (the Act)

AND

IN THE MATTER OF

FOREIGN CURRENCY EXCHANGECORP.

 

ORDER

(Section 83)

WHEREAS the Ontario Securities Commission(the Commission) has received an application from Foreign CurrencyExchange Corp. (the Corporation) for a decision by the Commissionunder the Act deeming the Corporation to have ceased to be areporting issuer under section 83 of the Act;

AND WHEREAS the Corporation has representedto the Commission that:

1. The Corporation is a company existing underthe laws of the state of Florida and is a reporting issuerin Ontario. The Corporation is not a reporting issuer or theequivalent in any jurisdiction in Canada other than Ontario.

2. The Head Office of the Corporation is locatedin Orlando, Florida.

3. First Rate Acquisition, Inc. (FRA) madean offer (the Offer) to purchase all of the common sharesof the Corporation on February 26, 2003.

4. At the time of the Offer, the authorizedcapital of the Corporation consisted of 10,000,000 commonshares (the Shares) of which 3,165,787 Shares were issuedand outstanding.

5. At the time of the Offer FRA was a Floridacorporation and a wholly-owned subsidiary of BancIreland FirstFinancial, Inc. which in turn was ultimately owned 100% byBank of Ireland Group.

6. FRA has never been a reporting issuer inOntario.

7. On April 2, 2003, approximately 99% ofthe issued and outstanding Shares were tendered pursuant tothe Offer. FRA announced its intention to take up and payfor the tendered Shares on April 3, 2003.

8. The remaining outstanding Shares were cancelledpursuant to a compulsory merger (the Merger) between the Corporationand FRA effected under section 607.1104 of Florida BusinessCorporation Act, Florida statutes chapter 607, as amended.

9. As a result of the Merger, FRA was mergedinto the Corporation and BancIreland First Financial, Inc.,an affiliate of FRA, became the sole shareholder of the Corporation.

10. As a result of the Merger, the Corporationhas no securities, including debt securities, outstandingother than the common shares held by BankIreland First Financial,Inc.

11. The Corporation does not intend to seekfuture public financing by way of an offering of securities.

12. The Corporation is not in default of anyof its obligations as a reporting issuer.

13. The Shares were listed on the TorontoStock Exchange (the TSX) under the stock symbol FXX. However,they were delisted at the close on April 29, 2003. No securitiesof the Corporation are listed or quoted on any marketplaceas defined in National Instrument 21-101.

AND WHEREAS the Commission is satisfiedthat it would not be prejudicial to the public interest;

IT IS DECIDED pursuant to Section 83of the Act that the Corporation is deemed to have ceased tobe a reporting issuer under the Act.

May 21, 2003.

"John Hughes"