Securities Law & Instruments

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - Issuer has four security holders as aresult of a take-over bid - issuer deemed to have ceased beinga reporting issuer.

Applicable Ontario Statutory Provisions andRules

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

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

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

QUÉBEC AND ONTARIO

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

LEROUX STEEL INC.

 

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof Québec and Ontario (the "Jurisdictions")has received an application from Leroux Steel Inc. ("Leroux")for a decision under the securities legislation of the Jurisdictions(the "Legislation") that Leroux be deemed to haveceased to be a reporting issuer under the Legislation;

AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),the Commission des valeurs mobilières du Québecis the principal regulator for 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 Leroux has represented tothe Decision Makers that:

1. Leroux was incorporated, in April of 1928,under Part 1 of the Companies Act (Québec) (the"QCA") under the corporate name of AndréLeroux et Fils Limitée. In 1980, Leroux changed itscorporate name to Acier Leroux inc. .

2. Leroux's head office is located in Boucherville(Québec).

3. Leroux is a reporting issuer in Québecand Ontario and is not in default of any of the requirementsof the Legislation.

4. As at March 18, 2003, there were 3,550,567Class A multiple voting shares of Leroux issued and outstanding(the "Class A Shares") and as at July 3, 2003, therewere 7,279,446 Class B subordinate voting shares of Lerouxissued and outstanding (the "Class B Shares" andtogether with the Class A Shares, the "Leroux Shares").

5. Furthermore, on July 21, 1994, Leroux issued$8,158,000 aggregate principal amount of 8% unsecured subordinateddebentures maturing on August 4, 2004 (the "8% Debentures").On May 16, 1996, Leroux issued $19,000,000 aggregate principalamount of 7.25% unsecured subordinated debentures maturingon May 29, 2006 (the "7.25% Debentures" and togetherwith the 8% Debentures, the "Leroux Debentures").As at March 18, 2003, there were $7,658,800 aggregate principalamount of 8% Debentures and $11,184,500 aggregate principalamount of 7.25% Debentures outstanding.

6. On May 14, 2003, Russel Metals Inc. andits wholly owned subsidiary Russel Acquisition Inc. (collectively,the "Offerors"), made an offer to purchase all theLeroux Shares and the Leroux Debentures (the "Offer").The compulsory acquistion was exercised on August 19, 2003,all the Leroux Shares not tendered to the take-over bid wereacquired by Russell Metals Inc. who became, directly or indirectly,the sole shareholder of Leroux.

7. The Leroux Shares were delisted from tradingon the Toronto Stock Exchange on July 25, 2003 and are nolonger listed on any stock exchange or traded over the counterin Canada or elsewhere.

8. The Leroux Debentures not tendered underthe Offer were redeemed on August 27, 2003 and are held nowby Russel Acquisition Inc and two beneficial holders.

9. Other than the Class A Shares and the ClassB Shares owned by Russell Metals Inc. and the debentures ownedby Russell Acquisition Inc. and two beneficial owners, Lerouxhas no other securities outstanding.

10. Leroux does not intend to seek publicfinancing by way of an offering of securities.

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 Leroux is deemed to have ceased to bea reporting issuer under the Legislation.

September 12, 2003.

"Stéphanie Lachance"