1435839 Ontario Limited

Ruling

Headnote

Subsection 59(2) of Schedule 1 to the Regulation - reduction in fee otherwise due as aresult of a takeover bid in connection with a corporate reorganization involving nochange in beneficial ownership.

Statutes Cited

Securities Act, R.S.O. 1990, c.S.5, as am., s. 93(1)(c).

Regulations Cited

Regulation made under the Securities Act, R.R.O. 1990, Reg. 1015, as am. Schedule 1s.32(1), 59(2).

IN THE MATTER OF THE SECURITIES ACT,
R.S.O. 1990, CHAPTER S.5, AS AMENDED (the "Act")

AND

IN THE MATTER OF THE REGULATION UNDER THE SECURITIES ACT,
R.R.O. 1990, REGULATION 1015, AS AMENDED (the "Regulation")

AND

IN THE MATTER OF
1435839 ONTARIO LIMITED

RULING
(Section 59 of Schedule 1)


UPON the application (the "Application") of 1435839 Ontario Limited (the"Applicant") to the Ontario Securities Commission (the "Commission") for a ruling,pursuant to subsection 59(2) of Schedule 1 (the "Schedule") to the Regulation underthe Act, exempting the Applicant from payment in part of the fee payable pursuant tosection 32(1)(b) of the Schedule;

AND UPON reading the Application and the recommendation of the staff of theCommission;

AND UPON the Applicant having represented to the Director as follows:

1. The Applicant is a corporation incorporated under the laws of Ontario and is nota reporting issuer under the Act. The Applicant is a wholly-owned subsidiary ofPJT Family Corp. ("PJTFC").

2. On September 5, 2000, the Applicant acquired 493,297 common shares of TheThomson Corporation ("TTC") (the "Shares") from PJTFC with the considerationtherefor being satisfied by common shares of the Applicant. TTC is a reportingissuer under the Act.

3. The Applicant and PJTFC are both controlled by Kenneth R. Thomson and, as aresult, the Applicant and PJTFC are affiliated corporations. As the Applicant isdeemed to own beneficially all of the TTC shares beneficially owned bycompanies controlled by Kenneth R. Thomson, the acquisition of the Shares bythe Applicant resulted in the Applicant owning in excess of 20% of theoutstanding common shares of TTC. Accordingly, the acquisition of the Sharesby the Applicant constituted a take-over bid under the Act.

4. The Shares were acquired pursuant to the take-over bid exemption in clause93(1)(c) of the Act.

5. The transaction was an internal corporate reorganization within the same controlgroup and did not result in a change in beneficial ownership of the Shares.

6. In the absence of the relief provided by this ruling and pursuant to the formula inclause 32(1)(b) of the Schedule, the Applicant would be required to pay a fee of$4,433.54 as a result of the transaction described above.

AND UPON the Director being satisfied that to do so would not be prejudicial tothe public interest;

IT IS RULED, pursuant to subsection 59(2) of the Schedule, that the Applicantbe exempt from the requirement to pay the fee otherwise payable pursuant to clause32(1)(b) of the Schedule, provided that the minimum fee of $800.00 is paid.

September 19th, 2000.

"Stan Magidson"