Future Shop Ltd. - MRRS Decision
Headnote
MutualReliance Review System for Exemptive Relief Applications - Decisiondeclaring corporation to be no longer a reporting issuer followingthe acquisition of all of its outstanding securities by anotherissuer.ApplicableOntario Statutory Provisions
SecuritiesAct, R.S.O. 1990, c.S.5, as am., s.83.INTHE MATTER OF
THESECURITIES LEGISLATION
OF ALBERTA, SASKATCHEWAN, ONTARIO,
QUEBEC, NOVA SCOTIA AND NEWFOUNDLAND AND LABRADOR
AND
INTHE MATTER OF
THEMUTUAL RELIANCE REVIEW SYSTEM
FOREXEMPTIVE RELIEF APPLICATIONS
AND
INTHE MATTER OF
FUTURESHOP LTD.
MRRSDECISION DOCUMENT
WHEREASthe securities regulatory authority or regulator (each, a "DecisionMaker" and collectively, the "Decision Makers")in each of Alberta, Saskatchewan, Ontario, Quebec, Nova Scotiaand Newfoundland and Labrador (the "Jurisdictions")have received an application from Future Shop Ltd. (the "Applicant")for a decision pursuant to the securities legislation of the Jurisdictions(the "Legislation") that the Applicant be deemedto have ceased to be a reporting issuer under the Legislation; ANDWHEREAS pursuant to the Mutual Reliance Review Systemfor Exemptive Relief Applications (the "System"),the Nova Scotia Securities Commission is the principal regulatorfor this application; ANDWHEREAS the Applicant has represented to the DecisionMakers that: 1.Future Shop Ltd. ("Pre-Amalco") was incorporatedunder the laws of the province of British Columbia as 271560 BritishColumbia Ltd. on December 2, 1983, was continued as a federalcompany under the Canada Business Corporations Act (the"CBCA") on June 11, 1993 and was continued asa Nova Scotia company under the Companies Act (Nova Scotia)on November 5, 2001. Pre-Amalco amalgamated with 3061196 NovaScotia Limited ("NS Limited") on December 2,2001 to form the Applicant. 2.The Applicant is a reporting issuer in each of the Jurisdictions. 3.The Applicant's registered office is located in the province ofNova Scotia. 4.The authorized capital of the Applicant consists of 1,000,000,000common shares (the "Common Shares"). 5.200 Common Shares are issued and outstanding and are owned byFuture Shop Acquisition Inc. (the "Offeror"),a wholly-owned subsidiary of Best Buy Co., Inc. 6.As a result of the formal offer (the "Offer")dated August 23, 2001 made by the Offeror to acquire all of theissued and outstanding common shares in the share capital of Pre-Amalco,and the subsequent compulsory acquisition procedures under theCBCA completed on November 4, 2001, all of the issued and outstandingcommon shares in the share capital of Pre-Amalco were owned bythe Offeror on November 4, 2001. 7.On November 26, 2001, the Offeror transferred all of the outstandingcommon shares in the share capital of Pre-Amalco to NS Limitedpursuant to the terms and conditions of a share transfer agreementof same date. 8.As a result of the transactions described in paragraphs 6 and7, Pre-Amalco became a wholly-owned subsidiary of NS Limited onNovember 26, 2001.9.As a result of the amalgamation of Pre-Amalco with NS Limitedon December 2, 2001, the Applicant became a wholly-owned subsidiaryof the Offeror on that date.
10.The common shares in the share capital of Pre-Amalco were delistedfrom trading on The Toronto Stock Exchange on November 5, 2001.The Common Shares are not listed for trading on any securitiesmarket or exchange. 11.No securities are outstanding in the capital of the Applicant,including debt securities, other than the Common Shares and bankindebtedness from a Canadian chartered bank. 12.The Applicant does not currently intend to seek public financingby way of an issue of securities. 13.Other than its failure to file interim financial statements forthe nine months ended September 30, 2001, the Applicant is notin default of any of the requirements of the Legislation. ANDWHEREAS pursuant to the System, this MRRS Decision Documentevidences the decision of each Decision Maker (collectively, the"Decision"); ANDWHEREAS each of the Decision Makers is satisfied thatthe test contained in the Legislation that provides the DecisionMakers with the jurisdiction to make the Decision has been met; THEDECISION of the Decision Makers pursuant to the Legislationis that the Applicant is deemed to have ceased to be a reportingissuer under the Legislation. February28, 2002. "H.Leslie O'Brien"