Mutual Reliance Review System for ExemptiveRelief Applications - Issuer has no securities outstanding,after a Plan of Arrangement - issuer deemed to have ceased tobe a reporting 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
THE PROVINCES OF
ALBERTA, SASKATCHEWAN, ONTARIO,QUÉBEC,
NOVA SCOTIA AND NEWFOUNDLANDAND LABRADOR
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEWSYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
LAIDLAW INC. AND LAIDLAW INVESTMENTSLTD.
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof the Provinces of Alberta, Saskatchewan, Ontario, Québec,Nova Scotia and Newfoundland and Labrador (the "Jurisdictions")has received an application from Laidlaw Inc. ("Laidlaw")and Laidlaw Investments Ltd. ("New Laidlaw") for adecision under the securities legislation of each of the Jurisdictions(the "Legislation") that Laidlaw be deemed to haveceased to be a reporting issuer or the equivalent thereof underthe Legislation;
AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Applications (the "MRRS"),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 Definitions or in Québec Commission Notice 14-101;
AND WHEREAS Laidlaw has represented tothe Decision Makers as follows:
1. Laidlaw is a corporation incorporated underthe Canada Business Corporations Act pursuant to articlesof amalgamation dated July 28, 1997.
2. The registered and principal offices ofLaidlaw are located in the City of Burlington, in the Provinceof Ontario.
3. Laidlaw is and has been a reporting issuer(or the equivalent) for a period in excess of 12 months ineach of the Jurisdictions and is not in default of any ofits obligations as a reporting issuer under the Legislation.Laidlaw is no longer a reporting issuer or the equivalentin any jurisdiction in Canada other than the Jurisdictions.
4. New Laidlaw was a direct subsidiary ofLaidlaw and was continued into the State of Delaware and issubject to Delaware General Corporation Law.
5. In accordance with a plan of arrangement(the "Plan") made under the U.S. Bankruptcy Code,all of the issued and outstanding common shares in the capitalof New Laidlaw held by Laidlaw immediately prior to June 23,2003, the effective date of the Plan (the "EffectiveDate"), were, on the Effective Date, transferred to certainof Laidlaw's creditors.
6. New Laidlaw became a reporting issuer orits equivalent in each of the Jurisdictions and as such issubject to compliance with the continuous disclosure obligationsof the Legislation.
7. The business carried on by New Laidlawis substantially the same as the business carried on by Laidlaw.
8. Holders of Laidlaw common shares and Laidlawpreferred shares did not receive any distributions under thePlan.
9. Pursuant to Articles of Reorganizationfiled pursuant to the Plan, effective June 23, 2003 all ofthe shares of Laidlaw have been cancelled. Laidlaw does notintend to seek public financing by way of an offering of itssecurities.
10. The shares of Laidlaw were delisted fromthe TSX on June 20, 2003. No securities of Laidlaw are tradedon a marketplace as defined in National Instrument 21-101.
11. Laidlaw does not have any securities,including debt securities, issued or outstanding.
AND WHEREAS under MRRS, this MRRS DecisionDocument 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 Laidlaw is deemed to have ceased tobe a reporting issuer or the equivalent under the Legislation.
July 15, 2003.