Mutual Reliance Review System for ExemptiveRelief Applications - issuer bid made through the facilitiesof the NYSE by U.S. offeror (or its wholly-owned Canadian subsidiary)with in excess of 1,475 registered holders in Canada holdingless than 2% of the total outstanding securities subject tothe bid - Offeror exempt from formal issuer bid requirements,provided that the issuer bid is made in compliance with theapplicable U.S. securities laws and all materials relating tothe issuer bid sent to U.S. offerees is also sent to all offereesin the Jurisdictions and filed with the Decision Maker in eachJurisdiction.
Applicable Ontario Statutory Provisions
Securities Act, R.S.O. 1990, c. S.5, as am.,ss. 95, 96, 97, 98, 100 and 104(2)(c).
IN THE MATTER OF
THE SECURITIES LEGISLATIONOF
BRITISH COLUMBIA, ALBERTA,NOVA SCOTIA,
ONTARIO AND QUEBEC
IN THE MATTER OF
THE MUTUAL RELIANCE SYSTEMFOR
EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
INTERTAN CANADA LTD.
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatoryauthority (the "Decision Makers") in each of the provincesof British Columbia, Alberta, Nova Scotia, Ontario and Quebec,(collectively, the "Jurisdictions") has received anapplication (the "Application") from InterTAN, Inc.("InterTAN") and its wholly-owned subsidiary, InterTanCanada Ltd. (together, the "Applicants"), for a decision,under the securities legislation of each of the Jurisdictions(the "Legislation") that, in connection with a proposedissuer bid to be made to holders of shares of common stock ofInterTAN US$1 par value per share (the "Common Shares"),InterTAN be exempt from the provisions in the Legislation relatingto delivery of an offer and issuer bid circular and any noticesof change or variation thereto, minimum deposit periods andwithdrawal rights, take-up of and payment for securities tenderedto an issuer bid, disclosure, restrictions upon purchases ofsecurities, identical consideration and collateral benefits(collectively, the "Issuer Bid Requirements");
AND WHEREAS under the Mutual RelianceSystem for Exemptive Relief Applications (the "System"),the Ontario 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 or in Quebec Commission Notice 14-101;
AND WHEREAS the Applicants have representedto the Decision Makers that:
1. InterTAN is a corporation incorporatedunder the laws of the State of Delaware with its principaloffice in Barrie, Ontario.
2. InterTAN is a reporting issuer in Ontario,Nova Scotia and Saskatchewan, but is not a reporting issueror the equivalent in any other Jurisdiction. It is not indefault as a reporting issuer in Ontario, Nova Scotia or Saskatchewan.InterTAN is also a registrant under and is subject to therequirements of the United States Securities Act of 1933 (the"1933 Act") and the United States Securities andExchange Act of 1934 (the "1934 Act"), includingthe reporting requirements thereof.
3. As at March 31, 2003, a total of 20,503,073Common Shares were issued and outstanding (the "OutstandingCommon Shares").
4. As at March 31, 2003, there were in excessof 1,475 registered holders of record of the Common Shareshaving addresses in Canada (collectively, the "CanadianRegistered Holders") holding in aggregate, 516,710 CommonShares. As at March 31, 2003, there were 50 or more CanadianRegistered Holders resident in each of British Columbia, Alberta,Nova Scotia, Ontario and Quebec. Canadian Registered Holdersin each of the Jurisdictions hold less than 2% of the OutstandingCommon Shares.
5. The Common Shares are listed for tradingon the Toronto Stock Exchange ("TSX") under thesymbol ITA and are also listed on the New York Stock Exchange("NYSE") under the symbol ITN. Based on publiclyavailable information, only 243 Common Shares were tradedon the TSX during all of 2002 and, during the current year,there have been no trades of Common Shares on the TSX up toApril 23, 2003. All other trading activity in Common Sharesin 2002 and up to April 23, 2003 occurred through the facilitiesof the NYSE. Based on information provided by the NYSE, approximately26.305 million Common Shares were traded through the facilitiesof the NYSE in 2002 and approximately 4.86 million CommonShares have been traded on the NYSE up to April 23, 2003 (representingin each case in excess of 99% of the total volume of sharesof Common Shares traded on both the TSX and NYSE in the relevanttime period).
6. InterTAN Canada is a corporation continuedunder the laws of British Columbia. It is not a reportingissuer in any of the Jurisdictions and is a wholly-owned subsidiaryof InterTAN.
7. InterTAN proposes to offer to repurchase,directly or indirectly through InterTAN Canada, through oneor more separate and discrete programs, up to 1,025,000 CommonShares, either in the open market on the NYSE or through privatelynegotiated transactions at prices equal to market prices onthe NYSE, during the period commencing on the date of thisMRRS Decision Document and ending on March 31, 2004 (the "2003Repurchase Program").
8. As the majority of holders of Common Sharesare resident in the United States, InterTAN anticipates thatCommon Shares repurchased pursuant to the 2003 RepurchaseProgram will be purchased largely from holders of Common Sharesresident in the United States (collectively, the "U.S.Shareholders").
9. The 2003 Repurchase Program will be completedin compliance with the 1934 Act, the 1933 Act and the rulesof the Securities and Exchange Commission made pursuant tosuch statutes including, without limitation, Rule 10b-18 promulgatedunder the 1934 Act (collectively, the "Applicable U.S.Securities Laws"). All purchases made through the NYSEwill be made through only one broker in any one day, willnot be made at the opening of the market or within one halfhour of the close, will not be made at prices higher thanthe highest published independent bid or last reported independentsale price on the NYSE (whichever is higher) and will be inthe amount that does not exceed, in any one day, 25% of theaverage daily trading volume over the past four weeks.
10. All material relating to the 2003 RepurchaseProgram and any amendment thereto required to be sent by oron behalf of InterTAN to the U.S. Shareholders under ApplicableU.S. Securities Laws will also be sent concurrently to allCanadian Registered Holders whose last address, as shown onInterTAN's books, is in any Jurisdiction, and will be concurrentlyfiled with each of the Decision Makers.
11. InterTAN cannot rely on the "normalcourse issuer bid" exemption from the Issuer Bid Requirementsthat exists in some Jurisdictions because, in the 12 monthperiod preceding the date hereof, InterTAN has purchased approximately1.065 million Common Shares (representing approximately 5%of the issued and outstanding Common Shares) pursuant to anissuer bid commenced by InterTAN on October 11, 2002.
12. For practical reasons, InterTAN is unableto rely on the "recognized stock exchange" exemptionfrom the Issuer Bid Requirements that exists in some Jurisdictionsbecause (i) the NYSE is not recognized for the purposes ofsuch exemptions; and (ii) due to the lack of a market forthe Common Shares on the TSX.
13. Although the laws of the United Statesof America have been recognized for the purposes of the "deminimis" exemption from the Issuer Bid Requirements thatexists in some Jurisdictions, InterTAN cannot rely upon suchexemptions because there are 50 or more Canadian RegisteredHolders whose last address as shown on InterTAN's books isin each of the Provinces of British Columbia, Alberta, NovaScotia, Ontario and Quebec.
14. All material changes in the affairs ofInterTAN have been generally disclosed as at the date hereofand InterTAN will not purchase Common Shares at any time whenit has knowledge of any material fact or material change whichhas not been generally disclosed.
15. The 2003 Repurchase Program will be madeavailable to the holders of the Common Shares, whose lastaddress as shown on InterTAN's books is in any Jurisdictionon the same basis, including extending to those holders identicalrights and consideration, as to the holders of the CommonShares resident in the United States.
AND WHEREAS pursuant to the System thisMRRS Decision Document evidences the decision of each of theDecision Makers (collectively, the "Decision");
AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides each of the Decision Makers with the jurisdiction tomake the Decision has been met;
THE DECISION of the Decision Makers underthe Legislation is that the 2003 Repurchase Program is exemptfrom the Issuer Bid Requirements, so long as:
(a) the 2003 Repurchase Program and any amendmentthereto is made in compliance with the requirements of theApplicable U.S. Securities Laws; and
(b) all material relating to the 2003 RepurchaseProgram and any amendment thereto that is required to be sentby or on behalf of InterTAN to U.S. Shareholders under ApplicableU.S. Securities Laws, will be concurrently sent to all CanadianRegistered Holders whose last address, as shown on InterTAN'sbooks, is in any Jurisdiction and filed with each of the DecisionMakers.
July 9, 2003.
"Paul M. Moore"