1528998 Ontario Limited - ss. 59(1) of Sched 1.

le 26 juillet 2002

Ruling

Headnote

Subsection 59(1) of Schedule1 to the Regulation under the Act - reduction in fee otherwisedue as a result of a takeover bid in connection with an internalcorporate reorganization involving no change in beneficial ownership.

Statutes Cited

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

Regulation Cited

Regulation made under the SecuritiesAct, R.R.O. 1990, Reg. 1015, as am., Schedule I, ss. 32(1) and59(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 SECURITIESACT,

R.R.O. 1990, REGULATION 1015,AS AMENDED (the "Regulation")

AND

IN THE MATTER OF

1528998 ONTARIO LIMITED

RULING

(Subsection 59(1) of Schedule1)

UPON the application(the "Application") of 1528998 Ontario Limited (the"Applicant") to the Ontario Securities Commission(the "Commission") for a ruling, pursuant to subsection59(1) of Schedule 1 (the "Schedule") to the Regulationunder the Act, exempting the Applicant from payment in partof the fee payable pursuant to subsection 32(1) of the Schedule;

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

AND UPON the Applicanthaving represented to the Commission as follows:

1. The Applicant is a corporationincorporated under the laws of Ontario and is not a reportingissuer under the Act.

2. On June 14, 2002, the Applicantacquired 1,020,833 common shares of The Thomson Corporation("TTC") (the "Shares") from SEB FamilyCorp. ("SEBFC") with the consideration thereforbeing satisfied by common shares of the Applicant.

3. The Applicant and SEBFCare both controlled by Kenneth R. Thomson and, as a result,the Applicant and SEBFC are affiliated corporations. Becausethe Applicant is deemed to own beneficially all of the TTCshares beneficially owned by companies controlled by KennethR. Thomson, the acquisition of the Shares by the Applicantresulted in the Applicant owning in excess of 20% of the outstandingcommon shares of TTC. Accordingly, the acquisition of theShares by the Applicant constituted a take-over bid underthe Act.

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

5. The transaction was aninternal corporate reorganization within the same controlgroup and did not result in a change in beneficial ownershipof the Shares.

6. In the absence of the reliefprovided by this ruling and pursuant to the formula in clause32(1)(b) of the Schedule, the Applicant would be requiredto pay a fee of $6,616.19 as a result of the transaction describedabove.

AND UPON the Commissionbeing satisfied that to do so would not be prejudicial to thepublic interest;

IT IS RULED, pursuantto subsection 59(1) of the Schedule, that the Applicant be exemptfrom the requirement to pay the fee otherwise payable pursuantto clause 32(1)(b) of the Schedule, provided that the minimumfee of $800.00 is paid.

July 26, 2002.

"Howard I. Wetston" "RobertL. Shirriff"