A.R.C. Resins (Partial Revocation Order) - s. 144(1)
THE SECURITIES ACT
R.S.O. 1990, CHAPTER S.5, AS AMENDED (the Act)
AND
IN THE MATTER OF
PLAZACORP RETAIL PROPERTIES LTD.
ORDER
(Subsection 83.1(1))
UPON the application of Plazacorp Retail Properties Ltd. (Plazacorp) for an order pursuant to subsection 83.1(1) of the Act deeming Plazacorp to be a reporting issuer for the purposes of Ontario securities law;
AND UPON considering the application and the recommendation of the staff of the Commission;
AND UPON Plazacorp representing to the Commission as follows:
1.Plazacorp is a corporation governed by the New Brunswick Business Corporations Act (the NBBCA) and was formed by the amalgamation (the Amalgamation) of Plazacorp Retail Properties Ltd. (Former Plazacorp) and Plazafund Retail Properties Ltd. (Plazafund) on November 1, 1999.
2.Plazacorp's head office is located in Fredericton, New Brunswick.
3.Former Plazacorp became a reporting issuer under the Securities Act (Alberta) (the Alberta Act) on June 23, 1999.
4.Former Plazacorp completed its Major Transaction, as defined in Alberta Securities Commission Rule 46-501 (the Alberta JCP Rule), consisting of the Amalgamation on November 1, 1999.
5.In connection with the Amalgamation, Plazacorp prepared and sent to its shareholders, and filed with the appropriate securities regulatory authorities, a management proxy circular (the Circular) containing prospectus-level disclosure with respect to the business and affairs of Former Plazacorp and Plazafund and the Major Transaction.
6.Plazacorp became a reporting issuer under the Alberta Act by virtue of the Amalgamation and the definition of a reporting issuer in the Alberta Act. Plazacorp became a reporting issuer under the Securities Act (British Columbia) (the B.C. Act) on November 29, 1999 as a result of the merger of the Vancouver Stock Exchange and the Alberta Stock Exchange to form the Canadian Venture Exchange (CDNX).
7.The continuous disclosure materials filed by Plazacorp (and its predecessors) under the Alberta Act since June 23, 1999 and under the B.C. Act since November 29, 1999, are available on the System for Electronic Document Analysis and Retrieval.
8.The continuous disclosure requirements of the Alberta Act and the B.C. Act are substantially the same as the requirements under the Act.
9.The authorized share capital of Plazacorp consists of an unlimited number of common shares and an unlimited number of preference shares issuable in a series, of which, as of the date hereof, 20,401,568 common shares (the Common Shares) are issued and outstanding. As of November 21, 2000, there were an aggregate of 450,000 options and no warrants to purchase Common Shares issued and outstanding.
10.The Common Shares are listed on the CDNX.
11.Plazacorp is deemed or declared to be a reporting issuer or public company under the securities legislation of Nova Scotia, Quebec and Saskatchewan pursuant to a ruling dated September 8, 2000 under the Mutual Reliance Review System for Exemptive Relief Applications.
12.Plazacorp is not in default of any requirements of the securities legislation of any of the jurisdictions where it is or is deemed or declared to be a reporting issuer or of any requirements of CDNX.
AND UPON the Commission being satisfied that it would not be prejudicial to the public interest to do so;
IT IS HEREBY ORDERED pursuant to subsection 83.1(1) of the Act that Plazacorp be deemed a reporting issuer for the purposes of Ontario securities law.
January 16, 2001.
J. A. Geller, R. Stephen Paddon