1463086 Ontario Limited - s. 59

Ruling

Headnote

Section 59(1) of Schedule 1 to the Regulation under the Securities Act - reduction in fee otherwise due as a result ofa take-over bid in connection with an internal corporate reorganization involving no change in beneficial ownership.

Statutes Cited

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

Regulation Cited

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

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

1463086 ONTARIO LIMITED

RULING

(Section 59 of Schedule 1)

UPON the application (the "Application") of 1463086 Ontario Limited (the "Applicant") to the Ontario SecuritiesCommission (the "Commission") for a ruling, pursuant to section 59 of Schedule 1 (the "Schedule") to the Regulationunder the Act, exempting the Applicant from payment in part of the fee payable pursuant to section 32(1) of theSchedule;

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

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

1. The Applicant is a corporation incorporated under the laws of Ontario and is not a reporting issuer under theAct.

2. The Applicant is a wholly-owned subsidiary of KRT Investments Corp. ("KRTIC").

3. On March 1, 2001, the Applicant acquired 1,915,399 common shares of The Thomson Corporation ("TTC")(the "Shares") from KRTIC with the consideration therefor being satisfied by common shares of the Applicant.TTC is a reporting issuer under the Act.

4. The Applicant and KRTIC are both controlled by Kenneth R. Thomson and, as a result, the Applicant andKRTIC are affiliated corporations. Given that the Applicant is deemed to own beneficially all of the TTC sharesbeneficially owned by companies controlled by Kenneth R. Thomson, the acquisition of the Shares by theApplicant resulted in the Applicant owning in excess of 20% of the outstanding common shares of TTC.Accordingly, the acquisition of the Shares by the Applicant constituted a take-over bid under the Act.

5. The Shares were acquired pursuant to the take-over bid exemption in clause 93(1)(c) of the Act.

6. The transaction was an internal corporate reorganization within the same control group and did not result ina change in beneficial ownership of the Shares.

7. In the absence of the relief provided by this ruling and pursuant to the formula in clause 32(1)(b) of theSchedule, the Applicant would be required to pay a fee of $16,508.39 as a result of the transaction describedabove.

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

IT IS RULED, pursuant to subsection 59(1) of the Schedule, that the Applicant be exempt from the requirementto pay the fee otherwise payable pursuant to clause 32(1)(b) of the Schedule, provided that the minimum fee of $800.00is paid.

April 27, 2001.

"Paul M. Moore" "Robert W. Korthals"