Securities Law & Instruments

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - Issuer has only one security holder asa result of a take-over bid - issuer deemed to have ceased beinga reporting issuer.

Subsection 1(6) of the OBCA -- Issuer deemedto have ceased to be offering its securities to the public underthe Business Corporations Act (Ontario).

Applicable Ontario Statutory Provisions andRules

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

Business Corporations Act, R.S.O. 1990, c. B.16,as am., s. 1(6), s. 188.

National Instrument 21-101 Marketplace Operation,(2001) 24 OSCB 6591.

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

ALBERTA, SASKATCHEWAN, ONTARIO,QUEBEC,

NOVA SCOTIA, AND NEWFOUNDLANDAND LABRADOR

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

STACKPOLE LIMITED

 

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the Decision Maker) in each of Alberta,Saskatchewan, Ontario, Quebec, Nova Scotia, and Newfoundlandand Labrador (the Jurisdictions) has received an applicationfrom Stackpole Limited (the Filer) for:

(a) a decision pursuant to the securitieslegislation of each of the Jurisdictions (the Legislation)that the Filer be deemed to cease to be a reporting issueror its equivalent under the Legislation; and

(b) in Ontario only, an order pursuant tothe Business Corporations Act (Ontario) (the OBCA)that the Filer be deemed to have ceased to be offering itssecurities to the public.

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 the Filer has representedto the Decision Makers that:

1. The Filer is incorporated under the OBCAand its principal executive office is located at 2381 BristolCircle, Suite B-203, Oakville, Ontario L6H 5S9.

2. The Filer's authorized capital consistsof an unlimited number of common shares and an unlimited numberof first preference shares and second preference shares. TheFiler currently has 10,361,092 common shares (the Common Shares)issued and outstanding and no first preference shares or secondpreference shares issued and outstanding.

3. The Filer is a reporting issuer or itsequivalent in each of the Jurisdictions and is not in defaultof any requirement of the Legislation.

4. An offer to purchase (the Offer) the CommonShares was made on May 12, 2003 by 2023103 Ontario Inc., anindirect wholly-owned subsidiary of Tomkins plc (the Offeror).Pursuant to the Offer, the Offeror offered to purchase eachCommon Share, including any Common Shares which became outstandingafter the date of such Offer upon exercise of outstandingoptions, warrants or other rights to purchase Common Shares,at a price of Cdn. $33.25. The Offer expired at 11:59 p.m.(Toronto time) on June 17, 2003.

5. More than 97% of the Common Shares weredeposited under the Offer (the Deposited Common Shares). OnJune 18, 2003, the Offeror took up and paid for the DepositedCommon Shares. The Offer has exercised its right under section188 of the OBCA and acquired the remaining Common Shares notdeposited under the Offer.

6. The Offeror is the sole beneficial ownerof the Common Shares.

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

8. The Common Shares are no longer availablefor trading on a marketplace as defined in National Instrument21-101 Marketplace Operation.

9. The Filer does not intend to offer securitiesto the public.

10. The Filer will not be a reporting issueror its equivalent in any jurisdiction in Canada immediatelyfollowing the granting this MRRS Decision Document.

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.

August 21, 2003.

"John Hughes"

AND IT IS FURTHER ORDERED by the OntarioSecurities Commission, pursuant to subsection 1(6) of the OBCA,that the Filer is deemed to have ceased to be issuing its securitiesto the public for the purposes of the OBCA.

August 21, 2003.

"Paul M. Moore"
"Robert W. Davis"