Securities Law & Instruments

Headnote

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

Subsection 1(6) of the OBCA - Issuers deemedto have ceased to be offering securities to the public underthe Business Corporations Act (Ontario).

Applicable Ontario Statutory Provisions

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

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

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

ALBERTA, SASKATCHEWAN, ONTARIO,

QUEBEC, AND NEWFOUNDLAND ANDLABRADOR

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

MULTIBANC FINANCIAL CORP.

AND MULTIBANC NT FINANCIALCORP.

 

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the Decision Maker) in each of Alberta,Saskatchewan, Ontario, Quebec and Newfoundland and Labrador(the Jurisdictions) has received an application from MultibancFinancial Corp. (MFC) and Multibanc NT Financial Corp. (MNTFC)(collectively, the Issuers) for:

i. a decision under the securities legislationof the Jurisdictions (the Legislation) that the Issuers bedeemed to cease to be reporting issuers under the Legislation;and

ii. in Ontario only, an order under the BusinessCorporations Act (Ontario) (the OBCA) that the Issuerbe deemed to have ceased to be offering its securities tothe public;

AND WHEREAS, unless otherwise defined,the terms herein have the meanings set out in National Instrument14-101 -- Definitions or in Quebec Commission Notice 14-101;

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 Issuers have representedto the Decision Makers that:

1. The Issuers are corporations governed bythe Business Corporations Act (Ontario) (the OBCA)with their registered offices located at 1 First CanadianPlace, Suite 965, Toronto, Ontario, M5X 1B1.

2. The Issuers have been reporting issuerssince the initial public offering of MNTFC's capital shares(the Capital Shares) and MFC's preferred shares (the PreferredShares) in January 1987. On March 6, 2000, the Issuers redeemedthe Capital Shares and Preferred Shares in accordance withtheir terms.

3. The Issuers are not reporting issuers orthe equivalent in any jurisdiction in Canada other than theJurisdictions.

4. The authorized capital of MFC consistsof 3,500,000 Preferred Shares and an unlimited number of commonshares. The authorized capital of MFNTC consists of 3,500,000participating redeemable retractable preferred shares (ClassA Shares), an unlimited number of participating redeemableretractable preferred shares (Series 1, Class B Shares) issuedin series, an unlimited number of redeemable retractable preferredshares (Class C Shares), an unlimited number of Capital Sharesand an unlimited number of special voting shares.

5. The only issued shares of the Issuers are1,000 common shares of MFC and 1,000 special voting sharesof MNTFC, all of which are held by MBNT Financial HoldingsLimited (MBNT). No shares are held by the public.

6. The Issuers have no other securities, includingdebt securities, outstanding other than the shares held byMBNT.

7. The Issuers do not intend to seek publicfinancing by way of an offering of its securities.

8. No securities of the Issuers are tradedon a marketplace as defined in National Instrument 21-101.

9. The Issuers are not in default of any oftheir obligations as reporting issuers under the Legislation.

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 Issuers are deemed to have ceasedto be reporting issuers under the Legislation;

June 2, 2003.

"John Hughes"

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

June 2, 2003.

"H. Lorne Morphy," Q.C.
"Robert W. Korthals"