Georgeson Shareholder Communications Canada Inc. - MRRS Decision

Headnote

MRRS -- Variation pursuant to section 144(1)of the Securities Act, Ontario (the Act) of relief previouslygranted, subject to certain conditions, from the dealer registrationrequirement set out in clause 25(1)(a) in respect of certaintrades by and to filer under its "asset reunification program".

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am.,s. 25, s. 144.

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

ALBERTA, BRITISH COLUMBIA,MANITOBA,

NEW BRUNSWICK, NEWFOUNDLANDAND LABRADOR,

NOVA SCOTIA, ONTARIO, PRINCEEDWARD ISLAND,

SASKATCHEWAN, QUEBEC, NORTHWESTTERRITORIES,

NUNAVUT AND YUKON

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

GEORGESON SHAREHOLDER COMMUNICATIONSCANADA INC.

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (collectively, the Decision Makers) ineach of the Provinces of Alberta, British Columbia, Manitoba,New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario,Prince Edward Island, Saskatchewan, Quebec, Northwest Territories,Nunavut and the Yukon (the Jurisdictions) has received an applicationfrom Georgeson Shareholder Communications Canada Inc. (Georgeson)for a decision under the securities legislation of each of theJurisdictions (the Legislation) to amend a Decision Document(the Order) issued by the Decision Makers in the Matter of GeorgesonShareholder Communications dated June 11, 2003 such that circumstanceswherein certain trades to and by Georgeson under Georgeson'sasset reunification program are not subject to the registrationrequirements of 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 Notice 14-101;

AND WHEREAS Georgeson has representedto the Decision Makers that:

1. All representations contained in the Orderremain true and complete except for Paragraph 1 and certainrelated and consequential non-substantive revisions to whichreference is made herein;

2. The circumstances under which Georgesonis engaged by Issuers (as described in Paragraph 1 of theOrder) will include the conversion of a mutual company intoa shareholder-owned company, commonly referred to as a "demutualization";and

3. The implementation of the Program in thecontext of a demutualization is analytically indistinct fromits application in the circumstances described in the Order,and implies no substantive difference to the reasons providedto justify the relief granted in the Order.

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 the Decision Maker with the jurisdiction to make theDecision has been met;

THE DECISION of the Decision Makers pursuantto the Legislation is that:

(a) Paragraph 1 of the Order be and is herebydeleted and replaced with the following:

"Pursuant to the Program, Georgesonis engaged by issuers ("Issuers") to assist themin locating holders ("Holders") who either (a)hold interests in entities (including securities of suchentities) acquired or merged into the Issuer (or partiesrelated to the Issuer), (b) hold securities which have bytheir terms matured or terminated or been redeemed, or (c)hold interests that have been converted (whether by conversionof the interest by the entity and/or conversion of the entityitself and including, without limitation, the conversionof a mutual company into a shareholder-owned company (i.e.,a demutualization)), and, in each of the above circumstances,have failed to tender their interest or take whatever otheraction to receive any entitlement resulting therefrom (theinterests in each of (a), (b) and (c) referred to as "UnexchangedSecurities"). In addition, Georgeson will assist Issuersin locating securityholders who by virtue of their ownershipof securities of the Issuer are entitled to receive securities("Additional Securities") of an entity that hasbeen spun-out by the Issuer, and to facilitate the exchangeof Unexchanged Securities or the claiming of AdditionalSecurities, as the case may be;"

(b) All references throughout the Order to"Securityholders" and "Securityholder"be and are hereby replaced with "Holders" or "Holder",as the case may be.

(c) Paragraph 2 of the Order be and is herebyamended such that ", demutualization" is inserteddirectly following "merger/acquisition transaction, redemption/maturity".

(d) Paragraph 7 of the Order be and is herebyamended such that ", Saskatchewan, Manitoba, Nova Scotia,Prince Edward Island, Newfoundland and Labrador, Nunavut,Northwest Territories" is inserted directly following"Alberta, British Columbia".

October 15, 2003.