Hawker Siddeley Canada Inc. - MRRS Decision

Headnote

ApplicableOntario Statutory Provisions

INTHE MATTER OF

THESECURITIES LEGISLATION OF ALBERTA,

SASKATCHEWAN,ONTARIO, QUEBEC, NOVA SCOTIA

ANDNEWFOUNDLAND AND LABRADOR

AND

INTHE MATTER OF

THEMUTUAL RELIANCE REVIEW SYSTEM FOR

EXEMPTIVERELIEF APPLICATIONS

AND

INTHE MATTER OF

HAWKERSIDDELEY CANADA INC.

MRRSDECISION DOCUMENT

WHEREAS the local securities regulatory authorityor regulator (the "Decision Maker") in each of the Provincesof Alberta, Saskatchewan, Ontario, Québec, Nova Scotiaand Newfoundland and Labrador (the "Jurisdictions") has receivedan application from Hawker Siddeley Canada Inc. ("Hawker") fora decision under the securities legislation of of each of theJurisdictions (the "Legislation") that Hawker be deemed to haveceased to be a reporting issuer under the Legislation;

AND WHEREAS under the Mutual Reliance Review Systemfor Exemptive Relief Applications (the "System"), the OntarioSecurities Commission is the principal regulator for this application;

AND WHEREAS Hawker has represented to the DecisionMakers that:

1.Hawker was incorporated by letters patent under the laws ofCanada on September 1, 1945 and was continued under the CanadaBusiness Corporations Act (the "CBCA") on July 1, 1980.

2.Hawker's head office is located in Toronto, Ontario.

3.The authorized capital of Hawker consists of an unlimited numberof common shares (the "Common Shares"), of which 8,091,479 CommonShares are issued and outstanding.

4.Hawker is a reporting issuer or its equivalent in each of theJurisdictions. Other than its failure to file interim financialstatements for the quarter ended September 30, 2001, Hawkeris not in default of any of the requirements of the Legislation.

5.On July 15, 2001, Glacier Ventures International Corp. ("Glacier")made an offer, as amended on August 15, 2001 (the "Offer") toacquire all of the issued and outstanding Common Shares notalready owned by Glacier. The offer expired on August 31, 2001,and approximately 92% of the outstanding Common Shares not alreadyowned by Glacier or its affiliate were tendered to the Offer.By September 6, 2001, Glacier had took up and paid for all ofthe Common Shares tendered under the Offer.

6.On September 17, 2001, pursuant to the compulsory acquisitionprocedures under section 206 of the CBCA, Glacier acquired allof the remaining Common Shares not already owned by Glacieror its affiliate.

7.As a result of the Offer and the subsequent compulsory acquisitionprocedures, all of the issued and outstanding securities ofHawker are owned by Glacier and its affiliate.

8.At the time of the Offer, the Common Shares were listed andposted for trading on The Toronto Stock Exchange (the "TSE").The Common Shares were delisted from the TSE effective September18, 2001 and no securities of Hawker are listed or quoted onany stock exchange or market.

9.Other than the Common Shares, Hawker has no other securities,including debt securities, outstanding.

10.Hawker does not intend to seek public financing by way of anoffering of its securities.

AND WHEREAS under the System, this MRRS Decision Documentevidences the decision of each Decision Maker (collectively,the "Decision");

AND WHEREAS each of the Decision Makers issatisfied that the test contained in the Legislation that providesthe Decision Maker with the jurisdiction to make the Decisionhas been met;

THE DECISION of the Decision Makers under the Legislationis that Hawker is deemed to have ceased to be a reporting issuerunder the Legislation. January 8, 2002. "John Hughes"