Securities Law & Instruments

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - Issuer has 72 beneficial security holdersresident in Ontario and 1 beneficial security holder residentin Nova Scotia holding in total a de minimis number ofsecurities - Issuer's ordinary shares listed on a foreign exchange- Issuer deemed to have ceased to be a reporting issuer.

Applicable Ontario Statutes

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

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

NOVA SCOTIA AND ONTARIO

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

AMCO CORPORATION PLC

 

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the Decision Maker) in each ofthe Provinces of Nova Scotia and Ontario (the Jurisdictions)has received an application (the Application) from AmcoCorporation Plc (the Filer) for a decision under thesecurities legislation of each of the Jurisdictions (the Legislation)that the Filer be deemed to have ceased to be a reporting issuer;

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 the Filer has representedto the Decision Makers as follows:

1. The Filer was incorporated under the CompaniesAct of the United Kingdom on July 10, 1989. It became a publiclimited company on September 12, 1989. It is a successor corporationto International Amco Corporation.

2. International Amco Corporation was originallyincorporated under the laws of the Province of Ontario onJanuary 28, 1954. By Order of the Supreme Court of Ontario(Court file No. Re 2140/89) dated November 7, 1989, a planof arrangement under the Business Corporations Act, 1982,was approved under which the Class A Common Shares of InternationalAmco Corporation were exchanged for ordinary shares of theFiler. Articles of Arrangement were filed November 10, 1989.

3. The Filer became a reporting issuer inOntario on November 10, 1989, through the listing of its shareson The Toronto Stock Exchange. The Filer became a reportingissuer in Nova Scotia on September 28, 1989, as the resultof a Ruling made by the Nova Scotia Securities Commission.

4. The management, operations and principaloffice of the Filer are located in the United Kingdom.

5. The Filer is a reporting issuer in Ontarioand in Nova Scotia, is not a reporting issuer in any otherCanadian jurisdiction, and is not in default of any of therequirements of the Legislation.

6. The Filer is a British holding companyfor a British based group of contracting companies specialisingin niche areas of the construction industry.

7. The Filer's ordinary shares (the OrdinaryShares) were listed on the Toronto Stock Exchange (theTSX) on November 10, 1989. The Filer surrendered itsTSX listing effective September 23, 1994. No securities ofthe Filer are listed or quoted on an exchange or market inCanada.

8. The Ordinary Shares are listed only onThe Alternative Investment Market (AIM) regulated bythe London Stock Exchange.

9. The major shareholder is Amco InvestmentsLimited (P.O. Box 33, Maison Trinity, Trinity Square, St.Peter Port, Guernsey GY1 4AT). It holds fifty-one percent(51%) of the issued and outstanding Ordinary Shares.

10. The Filer has an authorized capital of27,500,000 Ordinary Shares, and an issued capital of 12,934,327Ordinary Shares. The Filer does not have a management shareincentive plan.

11. The Filer has, to the best of its knowledge,information and belief, after having made reasonable enquiry,72 beneficial security holders resident in Ontario, holding26,078 Ordinary Shares (0.20% of the total outstanding OrdinaryShares) and 1 beneficial security holder resident in NovaScotia holding 50 Ordinary Shares. There are a further 63,918Ordinary Shares (a further 0.49%) reserved for issue whencertificates issued in the name of predecessor corporationsof the Filer (e.g., International Amco Corporation) are returnedby the holders of those shares for transmission into sharesof the Filer. Such shareholders had not responded to the originalnotice and letter of transmission, and mailings to their registeredaddress have been returned.

12. Other than the Ordinary Shares, the Filerhas no other securities, including debt securities, outstanding.

13. The Filer has no plans to seek publicfinancing by way of offering its securities in Canada.

14. The Filer is subject to the requirements,policies and rules of AIM and the securities laws of the UnitedKingdom (collectively, the British Laws), includingthe reporting obligations pursuant thereto, which are substantiallysimilar to those imposed on reporting issuers subject to therequirements of the Legislation.

15. Under the British Laws, the Filer is requiredto deliver to Ontario and Nova Scotia holders of OrdinaryShares its annual report, and semi-annual financial statements.

16. Under the British Laws, the Filer is requiredto file with AIM its Chairman's Statement, Chief ExecutiveReview, Financial Director's Report, Profit and Loss Statementand other related information that is found in the AnnualReport and Accounts. In addition, the Filer must report toAIM any changes of directors, declarations of dividends andlarge shareholder movements, and issuance of treasury shares.The Filer must issue and file with AIM a press release whenit is aware of a change that would affect stock price.

17. The British Laws also require that ifany person acquires shares that takes their holding to 3%or more of the issued shares of the company, or they acquire3% or more from one transfer or purchase, they are requiredto report such acquisition.

AND WHEREAS, pursuant to the System,this MRRS 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 securities legislationof the Jurisdiction that provides the Decision Maker with thejurisdiction to make the Decision has been met;

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

September 15, 2003.

"Paul M. Moore"
"Robert L. Shirriff"