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.

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

ALBERTA, SASKATCHEWAN, ONTARIOAND QUEBEC

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

CITIFINANCIAL CANADA, INC.

 

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof Alberta, Saskatchewan, Ontario and Quebec (collectively,the "Jurisdictions") has received an application fromCitiFinancial Canada, Inc. (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 issuerunder the Legislation;

AND WHEREAS under 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 a corporation continued underthe Canada Business Corporations Act and is a reportingissuer or its equivalent in each of British Columbia, Alberta,Saskatchewan, Ontario and Quebec and is not in default ofits reporting issuer obligations under the Legislation;

2. The head office of the Filer is locatedin Ontario;

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

4. The authorized capital of the Filer consistsof an unlimited number of common shares. As of the date hereof1,601 Common Shares (the "Common Shares") are issuedand outstanding;

5. On July 2, 2003, the Filer satisfied allof its outstanding long-term debt obligations;

6. Citigroup Finance Canada Inc. ("CFCI")is a company incorporated under the Canada Business CorporationsAct. CFCI is a wholly-owned subsidiary of Associates FirstCapital Corporation, a Delaware Corporation, and is a reportingissuer or its equivalent in each province of Canada (wherethat concept exists). CFCI owns all of the issued and outstandingCommon Shares of the Filer;

7. As a result of the Filer satisfying allof its long-term debt obligations, CFCI owns all of the Filer'soutstanding securities;

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

9. Other than the Common Shares owned by CFCI,the Filer has no securities, including debt securities, outstanding;

10. The Filer will not be a reporting issueror the equivalent in any jurisdiction in Canada immediatelyfollowing the grant of relief contained in this decision;

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 is deemed to have ceased tobe a reporting issuer or the equivalent under the Legislation.

August 28, 2003.

"Erez Blumberger"