Securities Law & Instruments

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - Issuer has only one security holder -issuer deemed to have ceased being a reporting issuer.

Applicable Ontario Statutory Provisions

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

National Instrument Cited

National Instrument 21-101 Marketplace Operation.

Statutes Cited

Canada Business Corporations Act, R.S.C. 1985,c. C-44, as am.

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

ALBERTA, MANITOBA, NEWFOUNDLANDAND LABRADOR,

NOVA SCOTIA, ONTARIO, QUEBECAND SASKATCHEWAN

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

HELLER FINANCIAL CANADA, LTD.

 

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the Decision Maker) in each of Alberta,Manitoba, Newfoundland and Labrador, Nova Scotia, Ontario, Quebecand Saskatchewan (the Jurisdictions) has received an applicationfrom Heller Financial Canada, Ltd. (the Filer) for a decisionunder the securities legislation of the Jurisdictions (the Legislation)that the Filer be deemed to have ceased to be a reporting issuerin the Jurisdictions;

AND WHEREAS pursuant to the Mutual RelianceReview System 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 Definitions or in Québec Commission Notice 14-101;

AND WHEREAS the Filer has representedto the Decision Makers that:

1. The Filer is subject to the Canada BusinessCorporations Act and its head office is located in Mississauga,Ontario.

2. The Filer is a reporting issuer under theLegislation in each of the Jurisdictions.

3. The Filer is not in default of any requirementsunder the Legislation.

4. The Filer issued medium term notes pursuantto a short form base shelf prospectus dated March 20, 2001.The last remaining medium term notes matured on June 2, 2003and are no longer outstanding.

5. The Filer's authorized capital consistsof an unlimited number of common shares (the Common Shares),of which 649,896 Common Shares are issued and outstanding.

6. General Electric Capital Corporation isthe indirect beneficial owner of all the issued and outstandingCommon Shares.

7. Other than the Common Shares, the Filerhas no other securities, including any debt securities, outstanding.

8. No securities of the Filer are traded ona marketplace as defined in National Instrument 21-101 MarketplaceOperation.

9. The Filer does not intend to seek publicfinancing by way of an offering of its securities.

10. Immediately following the granting ofthe requested relief, the Filer will not be a reporting issuerin any jurisdiction in Canada.

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 Filer be deemed to have ceased tobe a reporting issuer in each of the Jurisdictions.

July 24, 2003.

"Charlie MacCready"