Mutual Reliance Review System for ExemptiveRelief Applications -- issuer deemed to no longer be a reportingissuer under the Act.
Applicable Ontario Statutes
Securities Act, R.S.O. 1990, c. S.5, as am.,s. 83.
IN THE MATTER OF
THE SECURITIES LEGISLATIONOF
ALBERTA, SASKATCHEWAN, ONTARIOAND QUÉBEC
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEWSYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
MRRS DECISION DOCUMENT
1. WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") ineach of the provinces of Alberta, Saskatchewan, Ontario, andQuébec (the "Jurisdictions") has receivedan application from Plasti-Fab Ltd. ("Plasti-Fab")for a decision under the securities legislation of the Jurisdictions(the "Legislation") that Plasti-Fab be deemed tohave ceased to be a reporting issuer under the Legislation;
2. AND WHEREAS under the Mutual Reliance ReviewSystem for Exemptive Relief Applications (the "System")the Alberta Securities Commission is the principal regulatorfor this application;
3. AND WHEREAS, unless otherwise defined,the terms herein have the meaning set out in National Instrument14-101 Definitions or in Québec Commission Notice14-101;
4. AND WHEREAS Plasti-Fab has representedto the Decision Makers that:
4.1 PFB Corporation. ("PFB") andAdvantage Wallsystems Inc. ("Advantage") wereeach amalgamated under the laws of Alberta;
4.2 on May 1, 2003, pursuant to a plan ofarrangement, 1024415 Alberta Ltd. ("Newco") acquiredall of the existing securities of PFB on the basis of oneNewco common share for each one PFB common share and allof the existing securities of Advantage on the basis ofone Newco common share for each 50 Advantage common shares(the "Arrangement");
4.3 following the Arrangement:
4.3.1. the name of PFB Corporation waschanged to Plasti-Fab Ltd.;
4.3.2. the name of 1024415 Alberta Ltd.was changed to PFB Corporation; and
4.3.3. Plasti-Fab Ltd., Insulation IndustriesLtd. (a wholly-owned subsidiary of Plasti-Fab Ltd.), andAdvantage amalgamated (the "Amalgamation") andcontinued as Plasti-Fab Ltd.;
4.4 Plasti-Fab's head office is locatedin Calgary, Alberta;
4.5 Plasti-Fab is currently a reportingissuer in the Jurisdictions and became a reporting issuerin the Jurisdictions and in British Columbia and Manitobaas a result of the Amalgamation;
4.6 Plasti-Fab is not in default of anyof the requirements of the Legislation;
4.7 at the time of the Arrangement and Amalgamation,PFB was a reporting issuer in each of the provinces of BritishColumbia, Alberta, Saskatchewan, Manitoba, Ontario and Quebecand Advantage was a reporting issuer in British Columbiaand Alberta;
4.8 Plasti-Fab has ceased to be a reportingissuer in British Columbia and Manitoba;
4.9 prior to the Arrangement, Advantagecommon shares traded on the TSX Venture Exchange and PFBcommon shares traded on the Toronto Stock Exchange;
4.10 following the Arrangement, the Advantagecommon shares were de-listed from the TSX Venture Exchangeand the Newco common shares replaced the PFB common shareson the Toronto Stock Exchange;
4.11 no securities of Plasti-Fab are, orhave been, listed or quoted on any exchange or market;
4.12 Plasti-Fab's authorized share capitalconsists of an unlimited number of common shares (the "CommonShares") and an unlimited number of first preferredshares, issuable in series of which there are 5,559,391Common Shares outstanding;
4.13 as a result of the Arrangement andAmalgamation, all of the outstanding Common Shares are heldby Newco;
4.14 other than Common Shares, Plasti-Fabhas no securities, including debt securities, outstanding;and
4.15 Plasti-Fab does not intend to seekpublic financing by way of an offering of its securities;
5. AND WHEREAS under the System, this MRRSDecision Document evidences the decision of each DecisionMaker (collectively, the "Decision");
6. AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the jurisdiction to makethe Decision has been met;
7. THE DECISION of the Decision Makers underthe Legislation is that Plasti-Fab is deemed to have ceasedto be a reporting issuer under the Legislation.
June 13, 2003.
"Patricia M. Johnston"