Securities Law & Instruments

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - issuer deemed to be no longer a reportingissuer under the Act.

Applicable Ontario Statutory Provisions

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

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

ALBERTA, MANITOBA, ONTARIOAND QUÉBEC

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

NEWALTA CORPORATION

 

MRRS DECISION DOCUMENT

1. WHEREAS, the local securities regulatoryauthority or regulator (the "Decision Maker") inAlberta, Manitoba, Ontario and Québec (the "Jurisdictions")has received an application from Newalta Corporation ("Newalta")for a decision under the securities legislation of the Jurisdictions(the "Legislation") that Newalta be deemed to haveceased 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 Newalta has represented tothe Decision Maker that:

3.1 Newalta was incorporated pursuant tothe Business Corporations Act (Alberta) (the "ABCA")on July 15, 1980, and was continued under the ABCA on August21, 1984. On June 4, 1991, two wholly-owned subsidiariesof Newalta amalgamated to form Newalta Environmental ServicesCorporation which then amalgamated with Newalta and continuedunder the name Newalta Corporation;

3.2 on January 01, 2002, Newalta amalgamatedwith three of its wholly-owned subsidiaries and continuedunder the name Newalta Corporation;

3.3 Newalta's head office and principaladdress is located in Calgary, Alberta;

3.4 the authorized share capital of Newaltaconsists of an unlimited number of common shares (the "CommonShares"), an unlimited number of senior preferred shares,an unlimited number of junior preferred shares and 5,000,000non-voting shares as of May 9, 2003.

3.5 as of May 9, 2003, 43,634,169 CommonShares and no senior preferred shares, junior preferredshares or non-voting shares are issued and outstanding.Two 9½% convertible debentures in the aggregate principalamount of $6,000,000 (the "Debentures") have beenissued by Newalta to a person resident in the Province ofBritish Columbia. In connection with the Arrangement (asdefined below), the terms of the Debentures were amendedto provide for their conversion into Trust Units (the "TrustUnits") of Newalta Income Fund (the "Fund"),rather than Common Shares of Newalta. Accordingly, thereare no outstanding securities convertible into securitiesof Newalta;

3.6 in connection with the Arrangement,the Common Shares were de-listed from the TSX on March 6,2003 and no securities of Newalta are listed or quoted onany exchange or market;

3.7 Newalta is a reporting issuer underthe Legislation, and is not in default of any requirementsthereunder;

3.8 Newalta has, concurrently herewith,notified the British Columbia Securities Commission pursuantto British Columbia Instrument 11-502 -- Voluntary Surrenderof Reporting Issuer Status, that Newalta will cease to bea reporting issuer on May 19, 2003;

3.9 pursuant to an arrangement agreementdated January 16, 2003 (the "Arrangement Agreement")between Newalta, Newalta Acquisition Corporation ("AcquisitionCo")and the Fund the parties thereto agreed, among other things,to take all reasonable action necessary to give effect toa Plan of Arrangement (the "Arrangement") undersection 193 of the ABCA in order to reorganize the affairsof Newalta to create a trust structure;

3.10 at the special meeting of shareholdersand optionholders of Newalta (the "Securityholders")held on February 24, 2003, the Securityholders of Newaltaapproved the Arrangement;

3.11 the Arrangement was approved by FinalOrder of the Court of Queen's Bench of Alberta on February24, 2003, and on the filing of Articles of Arrangement onMarch 1, 2003 pursuant to the ABCA, the Arrangement wasmade effective.

3.12 Under the Arrangement, each issuedand outstanding Common Share (other than Common Shares heldby dissenting Securityholders and non-board lot holders)was transferred to the Fund in exchange for Trust Unitson the basis of one Trust Unit for every two Common Shares.Under the Arrangement, Newalta optionholders were entitledto receive rights to purchase trust units or cash, as applicable,in exchange for their options;

3.13 as a further step to the Arrangement,the Common Shares held by the Fund were transferred to AcquisitionCoin exchange for unsecured, subordinated notes and one AcquisitonCocommon share. Following these exchanges, the Fund ownedall of the issued and outstanding common shares of AcquisitionCoand AcquistionCo owned all of the issued and outstandingCommon Shares;

3.14 as a further step to the Arrangement,AcquistionCo and Newalta amalgamated to form a new entityand called it Newalta Corporation;

3.15 as a result of the Arrangement andsubsequent amalgamation, the Fund is currently the soleshareholder of Newalta;

3.16 other than the Common Shares held bythe Fund and the Debentures, Newalta has no other securities,including debt securities, outstanding;

3.17 Newalta does not intend to seek publicfinancing by way of an offering of its securities;

4. AND WHEREAS under the System, the MRRSDecision Document evidences the decision of each DecisionMaker (collectively, the "Decision");

5. AND WHEREAS each of the Decision Makersis satisfied that the test contained in the legislation thatprovides the Decision Maker with the jurisdiction to meetthe Decision has been met;

6. THE DECISION of the Decision Maker underthe Legislation is that Newalta is deemed to have ceased tobe a reporting issuer under the Legislation.

June 17, 2003.

"Patricia M. Johnston"