Securities Law & Instruments

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - Decision declaring corporation to be nolonger a reporting issuer following the acquisition of all ofits outstanding securities by another 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

MANITOBA AND ONTARIO

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

THE BOYD GROUP INC.

 

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the "Decision Makers") ineach of the Provinces of Manitoba and Ontario (the "Jurisdictions")has received an application from The Boyd Group Inc. (the "Company"or the "Applicant") for a decision under the securitieslegislation (the "Legislation") of the Jurisdictionsthat the Company be deemed to have ceased to be a reportingissuer or the equivalent thereof under the Legislation.

AND WHEREAS pursuant to the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),The Manitoba 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;

AND WHEREAS the Applicant has representedto the Decision Makers that:

The Fund

1. Boyd Group Income Fund (the "Fund")is an unincorporated open-ended mutual fund trust establishedunder the laws of the Province of Manitoba pursuant to a declarationof trust, with its head office in Winnipeg, Manitoba.

2. The Fund is currently a reporting issueror the equivalent in the Provinces of Manitoba and Ontarioas a result of (a) a plan of arrangement (the "Arrangement")under section 185 of The Corporations Act (Manitoba)involving the Fund, the Company, Boyd Fund Limited ("FundSubco"), Boyd Group Holdings Inc. ("New Boyd Holdco"),4612094 Manitoba Inc. and the holders of the Company's securities;and (ii) the filing in Manitoba, Ontario, Saskatchewan, Albertaand British Columbia of the Fund's long form prospectus onFebruary 14, 2003 in respect of an initial public offeringof trust units (the "Units") of the Fund. The Fundis not in default of any requirements of the Legislation insuch provinces.

3. The authorized capital of the Fund consistsof an unlimited number of Units. As of April 11, 2003, therewere 3,562,492 Units issued and outstanding. The Units areposted and listed for trading on the Toronto Stock Exchangeunder the symbol "BYD.UN".

The Company

4. The Company is a corporation amalgamatedunder the laws of the Province of Manitoba, with its headoffice in Winnipeg, Manitoba.

5. The Company is currently a reporting issueror the equivalent in each of the Jurisdictions and is notin default of any requirements of the Legislation of suchJurisdictions.

6. The authorized capital of the Company consistsof an unlimited number of Class I Shares, an unlimited numberof Class II Shares and an unlimited number of Class III Shares.As of April 11, 2003, there were issued and outstanding 3,489,367Class I Shares owned by the Fund and 2,062,863 Class II Sharesowned by New Boyd Holdco. There are presently no issued andoutstanding Class III Shares. The Company also has outstandinga class of notes, all of which are held by the Fund.

General

7. Upon the completion of the Arrangementon February 28, 2003, the Class A (Restricted Voting) Sharesof the predecessor corporation to the Company were delistedfrom the Toronto Stock Exchange and no securities of the Companyare now listed or quoted on any exchange or market.

8. The Applicant does not have any other securities,including debt securities, outstanding other than as disclosedherein.

9. The Fund is the principal issuer, and itsUnits are listed on the Toronto Stock Exchange.

10. The Company does not presently intendto seek public financing by way of offering 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 by the Decision Makers underthe Legislation is that the Company is deemed to have ceasedto be a reporting issuer under the Legislation.

May 20, 2003.

"Chris Besko"