Mark's Work Wearhouse 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
OFALBERTA, SASKATCHEWAN, ONTARIO,
QUÉBEC,NOVA SCOTIA, AND
NEWFOUNDLANDAND LABRADOR
AND
INTHE MATTER OF
THEMUTUAL RELIANCE REVIEW SYSTEM
FOREXEMPTIVE RELIEF APPLICATIONS
AND
INTHE MATTER OF
MARK'S WORK WEARHOUSE LTD.
MRRSDECISION DOCUMENT
1. WHEREASthe local securities regulatory authority or regulator (the "DecisionMaker") in Alberta, Saskatchewan, Ontario, Québec, NovaScotia, and Newfoundland and Labrador (the "Jurisdictions") hasreceived an application (the "Application") from Mark's Work WearhouseLtd. ("Mark's") for a decision under the securities legislationof the Jurisdictions (the "Legislation") that Mark's be deemedto have ceased to be a reporting issuer under the Legislation; 2.AND WHEREAS under the Mutual Reliance ReviewSystem for Exemptive Relief Applications (the ASystem@), the AlbertaSecurities Commission is the principal regulator for this application; 3.AND WHEREAS Mark's has represented to the DecisionMakers that: 3.1Mark's was formed by an amalgamation under the Business CorporationsAct (Alberta) (the "ABCA") on October 3, 1987; 22 Mark's is a reporting issuer in the Jurisdictions and becamea reporting issuer in Alberta on April 22, 1981 by receiving areceipt for a prospectus; 23 Mark's is not in default of any of the requirements of the Legislation; 24 Mark's head office is located at #30, 1035-64th Ave. S.E., Calgary,Alberta T2H 2J7; 25 the authorized share capital of Mark's consists of an unlimitednumber of common shares (the "Common Shares") and 100 millionfirst preferred shares, issuable in series, of which there are26,508,209 Common Shares outstanding; 26 on December 27, 2001, CTC Acquisition Limited ("CTC"), a wholly-ownedsubsidiary of Canadian Tire Corporation, Limited, made an offerto purchase all of the outstanding Common Shares (the "Offer"); 27 on February 1, 2002, CTC took up, accepted for payment and commencedpayment of 26,050,615 Common Shares pursuant to the Offer, representingapproximately 98.3% of the outstanding Common Shares; 28 on February 5, 2002, under the provisions of the statutory rightof compulsory acquisition (the "Compulsory Acquisition") providedby Part 16 of the ABCA, CTC mailed a Notice of Compulsory Acquisitionto each of the shareholders of Mark's who had not accepted theOffer ("Dissenting Offerees"); 29 in accordance with Part 16 of the ABCA, Mark's deposited withComputershare Trust Company of Canada ("Computershare"), the depository,the funds that Mark's would have had to pay in respect of theCommon Shares not tendered to the Offer if such shares had beentendered to the Offer and directed Computershare to hold in trustand to deliver such funds to Dissenting Offerees in accordancewith Part 16 of the ABCA; 210 on February 5, 2002, Mark's directed Computershare to cancelthe share certificates of Dissenting Offerees and to issue a sharecertificate in the name of CTC in respect of the Common Sharesof the Dissenting Offerees; 211 as a result of the Offer and Compulsory Acquisition, CTC nowholds all of the outstanding Common Shares and is the sole securityholder of Mark's; 212 the Common Shares were delisted from The Toronto Stock Exchangeon February 6, 2002 and there are no securities of Mark's listedor quoted on any exchange or market; 213 other than the outstanding Common Shares, there are no securitiesof Mark's, including debt securities, outstanding; 214 Mark's does not intend to seek public financing by way of anoffering of its securities; 4.AND WHEREAS under the System, this MRRS DecisionDocument evidences the decision of each Decision Maker (collectively,the "Decision"); 5.AND WHEREAS each of the Decision Makers is satisfiedthat the test contained in the Legislation that provides the DecisionMaker with the jurisdiction to make the Decision has been met; 6.THE DECISION of the Decision Makers under theLegislation is that Mark's is deemed to have ceased to be a reportingissuer under the Legislation. April11, 2002 "PatriciaM. Johnston"