Securities Law & Instruments

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications. Issuer deemed to have ceased to be a reportingissuer. Issuer has less than 50 beneficial holders of its debtand equity securities in Canada. Issuer provides the trusteeof its debentures with its quarterly and annual financial statements,for the purpose of distributing those statements to its debentureholders. Issuer does not intend to seek public financing byway of an offering of its securities.

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,AND QUÉBEC

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

MAGELLAN AEROSPACE LIMITED

 

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker" and collectively,the "Decision Makers") in each of Alberta, Saskatchewan,Ontario and Québec (the "Jurisdictions") hasreceived an application from Magellan Aerospace Limited (the"Applicant") for a decision under the securities legislationof the Jurisdictions (the "Legislation") that theApplicant be deemed to have ceased to be a reporting issueror the equivalent under the Legislation;

AND WHEREAS under the Mutual RelianceReview Systems 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 Notice14-101;

AND WHEREAS the Applicant has representedto the Decision Makers that:

1. Haley Industries Limited ("Haley")was incorporated under the Business Corporations Act(Ontario) on October 4, 1962. Effective December 1, 2002,Haley amalgamated with 2014835 Ontario Limited, a wholly ownedsubsidiary of the Applicant to form Haley Industries Limited("Haley No. 2") ("Amalgamation No. 1").At the option of the shareholders of Haley other than theApplicant and 2014835 Ontario Limited, each shareholder ofHaley received for each common share of Haley (a "HaleyShare") either $2.16 in cash or 0.45 of a common shareof Magellan Aerospace Corporation ("Magellan").

2. The Haley Shares were delisted from theToronto Stock Exchange at the close of business on December3, 2002.

3. On January 1, 2003, Haley No. 2 and theApplicant, its sole shareholder, amalgamated ("AmalgamationNo. 2") to form Magellan Aerospace Limited (which isthe Applicant). The head office of the Applicant is locatedat 3160 Derry Road East, Mississauga, Ontario L4T 1A9.

4. As a result of Amalgamation No. 1 and AmalgamationNo. 2, the Applicant is a reporting issuer or the equivalentin each of the Jurisdictions. Since the date of AmalgamationNo. 1, the Applicant has been in default of the continuousdisclosure requirements of applicable securities legislationin the Jurisdictions.

5. The Applicant is authorized to issue anunlimited number of common shares ("Common Shares")and an unlimited number of First Preferred Shares. As of September2, 2003, there are 100 Common Shares issued and outstanding,and no First Preferred Shares issued and outstanding. Thebeneficial holder of the 100 Common Shares is Magellan.

6. Magellan is a reporting issuer in eachof the provinces and territories in Canada. The common sharesof Magellan are listed for trading on the Toronto Stock Exchange.

7. Haley and Montreal Trust Company of Canadaas Trustee entered into an indenture dated July 20, 1989 (the"Indenture"), providing for the issuance of subordinatedDebentures ("Debentures"). As of September 2, 2003,there are two series of Debentures issued and outstandingunder the terms of the Indenture: (i) the 9% Convertible SubordinatedSeries A Debentures due July 20, 2004 (the "Series ADebentures"), and (ii) the 1997 Convertible SubordinatedDebentures Series B due July 20, 2004 (the "Series BDebentures").

8. The principal amount outstanding on theSeries A Debentures is US $110,000. The principal amount outstandingon the Series B Debentures is $2,600,000.

9. Interest payments on the Series A Debenturesand the Series B Debentures are not in default.

10. As a result of Amalgamation No. 1 andAmalgamation No. 2 and pursuant to the terms of the Indenture,the obligations of Haley under the Indenture are now the obligationsof the Applicant.

11. The Applicant has provided the Trustee,as required under the terms of the Indenture, with quarterlyand annual financial statements of the Applicant. The Applicantintends to continue to provide the Trustee with those financialstatements until the due date of the Debentures. The purposeof providing the statements to the Trustee is for those statementsto be distributed to registered debenture holders (and, subsequently,by the registered debenture holders to beneficial debentureholders). Since the date of Amalgamation No. 1, the financialstatements provided have been the financial statements ofMagellan (the parent corporation). Magellan's financial statementsconsolidate the financial results of all of its subsidiaries,including those of the Applicant.

12. The Applicant does not intend to seekpublic financing by way of an offering of its 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 the Applicant is deemed to have ceasedto be a reporting issuer or the equivalent under the Legislation.

September 24, 2003.

"Robert W. Davis"
"H. Lorne Morphy"