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, 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

MAXXCOM INC.

 

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker")in each of Alberta, Saskatchewan, Ontario, Quebec, Nova Scotiaand Newfoundland and Labrador (collectively, the "Jurisdictions")has received an application from Maxxcom Inc. ("Maxxcom")for a decision pursuant to the securities legislation of theJurisdictions (the "Legislation"), in connectionwith Maxxcom's plan of arrangement (the "Arrangement")with MDC Corporation Inc. ("MDC"), that Maxxcomshall be deemed to have ceased to be a reporting issuer forthe purposes of the Legislation;

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 Maxxcom has represented tothe Decision Makers as follows:

1. Maxxcom is a corporation incorporated underthe laws of the Province of Ontario.

2. Maxxcom is a reporting issuer in all provincesof Canada, other than New Brunswick and Prince Edward Islandwhich provinces do not have reporting issuer provisions intheir securities legislation. Maxxcom is not in default underthe Legislation.

3. Maxxcom's authorized share capital consistsof an unlimited number of common shares and an unlimited numberof preferred shares issuable in series. As of July 31, 2003there were 49,073,962 common shares of Maxxcom outstanding(the "Common Shares").

4. MDC is a corporation based in Toronto,Ontario which offers security sensitive transaction productsand services.

5. On June 25, 2003, Maxxcom entered intoan arrangement agreement with MDC setting forth the termsof the Arrangement, pursuant to which all of the issued andoutstanding Common Shares were to be acquired by MDC.

6. On July 30, 2003, over 99% of the shareholders(including over 99% of the minority shareholders of Maxxcom)voted in favour of the special resolution authorizing theArrangement.

7. On July 31, 2003, the Ontario SuperiorCourt of Justice rendered decision number 03-CL-5058 approvingthe Arrangement.

8. On July 31, 2003 pursuant to the Arrangement,MDC acquired all of the issued and outstanding Common Sharesnot already owned by MDC. In addition, all outstanding securitiesof Maxxcom which entitled a person to acquire securities ofMaxxcom were exchanged for securities which entitle a personto acquire securities of MDC.

9. Maxxcom has no intention of seeking publicfinancing by way of an offering of securities.

10. Effective as of the close of businesson August 5, 2003, the outstanding Common Shares were de-listedfrom the Toronto Stock Exchange. Other than the Common Shares,Maxxcom has no securities, including debt securities, outstanding.

AND WHEREAS pursuant to the System, thisMRRS decision document evidences the decision of each DecisionMaker (collectively, the "Decision");

AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides that Decision Makers with the jurisdiction to makethe Decision has been met;

THE DECISION of the Decision Makers underthe Legislation is that Maxxcom is deemed to have ceased tobe a reporting issuer under the Legislation.

September 5, 2003.

"Erez Blumberger"