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Gerdau Ameristeed Corporation - s. 4(b) of the Regulation
Headnote
Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Canada Business Corporations Act.
Statutes Cited
Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181.
Canada Business Corporations Act, R.S.C. 1985, c. C-44, as am.
Securities Act, R.S.O. 1990, c. S.5, as am.
Regulation Cited
Regulation made under the Business Corporations Act, Ont. Reg. 289/00, as am., s. 4(b)
IN THE MATTER OF
THE REGULATIONS MADE UNDER
THE BUSINESS CORPORATIONS ACT,
R.S.O. 1990, c. B-16, AS AMENDED (the OBCA)
ONTARIO REG. 289/00 (the Regulation)
AND
IN THE MATTER OF
GERDAU AMERISTEEL CORPORATION (THE FILER)
CONSENT
(Subsection 4(b) of the Regulation)
UPON the application of the Filer to the Ontario Securities Commission (the Commission) requesting a consent from the Commission for the Filer to continue into another jurisdiction pursuant to subsection 4(b) of the Regulation;
AND UPON considering the application and the recommendation of the staff of the Commission;
AND UPON the Filer having represented to the Commission that:
1. The Filer is proposing to submit an application to the Director under the OBCA pursuant to section 181 of the OBCA (the Application for Continuance) for authorization to continue as a corporation under the Canada Business Corporations Act (the CBCA).
2. The authorized capital of the Filer consists of an unlimited number of common shares and an unlimited number of preferred shares, issuable in series, of which 304,729,125 common shares and no preferred shares were outstanding as at March 31, 2006.
3. Pursuant to subsection 4(b) of the Regulation, where a corporation is an offering corporation under the OBCA, the Application for Continuance must be accompanied by a consent from the Commission.
4. The Filer (formerly Co-Steel Inc.) was incorporated under the laws of the Province of Ontario by letters patent dated September 10, 1970. The registered office of the Filer is located at 1801 Hopkins Street South, Whitby, Ontario, L1N 5T1.
5. The Filer is an offering corporation under the OBCA and is a reporting issuer under the Securities Act, R.S.O. 1990, c. S.5, as amended (the Act), and is a reporting issuer or its equivalent in each of the provinces of Canada.
6. The Filer's common shares are listed for trading on the Toronto Stock Exchange and on the New York Stock Exchange. The Filer is also subject to the reporting requirements of the United States Securities Exchange Act of 1934.
7. The Filer intends to remain a reporting issuer in Ontario and in the other jurisdictions in which it is a reporting issuer or its equivalent and will remain subject to the reporting requirements of the United States Securities and Exchange Commission.
8. The Filer is not in default under any provision of the Act or the regulations or rules made thereunder, nor under the securities legislation of any other jurisdiction where it is a reporting issuer or its equivalent.
9. The Filer is not a party to any proceeding nor, to the best of its knowledge, information and belief, any pending proceeding under the Act.
10. The Application for Continuance of the Filer under the CBCA is subject to approval by the shareholders of the Filer by special resolution to be obtained at an annual and special meeting of shareholders (the Meeting) to be held on May 10, 2006.
11. The management information circular dated March 30, 2006 provided to all shareholders of the Filer in connection with the Meeting advised the holders of common shares of the Filer of their dissent rights in connection with the Application for Continuance pursuant to section 185 of the OBCA.
12. The continuance of the Filer under the CBCA is proposed to provide the Filer with greater flexibility in the selection of independent directors.
13. The material rights, duties and obligations of a corporation incorporated under the CBCA are substantially similar to those of a corporation incorporated under the OBCA.
AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;
THE COMMISSION HEREBY CONSENTS, subject to receipt of shareholder approval as aforesaid, to the continuance of the Filer as a corporation under the CBCA.
DATED April 28th, 2006.
"Robert L. Shirriff"
"Suresh Thakrar"