Securities Law & Instruments

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications. Issuer deemed to have ceased to be a reportingissuer. Issuer does not intend to seek public financing by wayof 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,QUEBEC

AND NOVA SCOTIA

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

COREL CORPORATION

 

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof Alberta, Saskatchewan, Ontario, Quebec and Nova Scotia (collectively,the "Jurisdictions") has received an application fromCorel Corporation (the "Applicant") for a decisionunder the securities legislation of the Jurisdictions (the "Legislation")that the Applicant be deemed to have ceased to be a reportingissuer under the Legislation;

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, 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. The Applicant was amalgamated under theBusiness Corporations Act (Ontario) on August 28, 2003.

2. The head office of the Applicant is locatedat 1600 Carling Avenue, Ottawa, Ontario, K1Z 8R7.

3. The authorized capital of the Applicantconsists of (1) an unlimited number of preference shares issuablein series, of which there are 22,890,000 Series A non-votingparticipating convertible preferred shares (the "SeriesA Shares"), and (2) an unlimited number of common shares(the "Common Shares"). As of August 28, 2003, 10,390,000Series A Shares and 136,747,891 Common Shares were issuedand outstanding.

4. As of October 2, 2003, and after completionof an arrangement approved by the security holders of theApplicant and by the Ontario Superior Court of Justice, affiliatedmembers of the Vector Capital group, namely Vector CC Holdings,SRL and Vector CC Holdings III, SRL (each of which was formedunder the laws of Barbados) are now the sole beneficial securityholders of the Applicant. Specifically: (i) Vector CC Holdings,SRL is the registered and beneficial holder of 43,750,000Common Shares; (ii) Corel Holdings, L.P. (a limited partnershipformed under the laws of the Cayman Islands) is the registeredholder of 92,997,891 Common Shares (holding as nominee forthe beneficial holder, Vector CC Holdings III, SRL); and (iii)Vector CC Holdings, SRL is the registered and beneficial holderof 10,390,000 Series A Shares. No securities of the Applicantare currently held by residents of Ontario or Canada.

5. Other than the Series A Shares and theCommon Shares held beneficially by Vector CC Holdings, SRLand Vector CC Holdings III, SRL, the Applicant has no securities,including debt securities, issued and outstanding.

6. The Applicant is currently a reportingissuer in each of British Columbia, Alberta, Saskatchewan,Ontario, Quebec and Nova Scotia and is not in default of itsobligations as a reporting issuer in those jurisdictions.

7. The Common Shares were delisted from theNasdaq National Market on August 28, 2003 and from the TorontoStock Exchange on September 2, 2003. None of the Applicant'ssecurities are currently listed or quoted on any stock exchangeor quotation system in Canada or elsewhere.

8. The Applicant does not intend to seek publicfinancing 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.

October 17, 2003.

"Kelly Gorman"