ReQuest Seismic Surveys Ltd. - MRRS Decision
Headnote
Mutual Reliance Review System for Exemptive Relief Applications - Decision deeming corporation to have ceased tobe a reporting issuer following the acquisition of all of its outstanding securities by a trust.
Applicable Ontario Statutory Provisions
Securities Act, R.S.O. 1990, c.S.5, as am. s. 83 .
IN THE MATTER OF
THE SECURITIES LEGISLATION
OF ALBERTA, SASKATCHEWAN,
ONTARIO, QUÉBEC, NOVA SCOTIA,
AND NEWFOUNDLAND
AND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF
REQUEST SEISMIC SURVEYS LTD.
MRRS DECISION DOCUMENT
1. WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of Alberta,Saskatchewan, Ontario, Québec, Nova Scotia and Newfoundland (the "Jurisdictions") has received anapplication from ReQuest Seismic Surveys Ltd. ("New ReQuest") for a decision pursuant to the securitieslegislation (the "Legislation") of the Jurisdictions that New ReQuest be deemed to have ceased to be a reportingissuer, or the equivalent, under the Legislation;
2. AND WHEREAS under the Mutual Reliance Review System for Exemptive Relief Applications (the "System")the Alberta Securities Commission is the principal regulator for this application;
3. AND WHEREAS New ReQuest has represented to the Decision Makers that:
3.1 New ReQuest was formed on March 14, 2001, by the amalgamation of ReQuest Seismic Surveys Ltd.("Old ReQuest") and 913675 Alberta Ltd., a corporation created to effect the Arrangement (to bedefined herein);
3.2 Old ReQuest was formed upon the amalgamation of ReQuest Seismic Surveys Ltd., Red HandResources Ltd. and Pre-Seis Seismic Surveys Ltd. on August 1, 1997 (the "Amalgamation");
3.3 the main operating company prior to the Amalgamation was ReQuest Seismic Surveys Ltd. which wasincorporated pursuant to the laws of the Province of Alberta on December 1, 1989 as 411766 AlbertaLtd.;
3.4 411766 changed its name to ReQuest Seismic Surveys Ltd. on January 16, 1990;
3.5 New Request's principal and registered office is located at 428, 540 - 5th Avenue S.W., Calgary,Alberta, T2P 0M2;
3.6 New Request is authorized to issue an unlimited number of common shares ("New Request CommonShares") and an unlimited number of first and second preferred shares, issuable in series ("NewRequest Preferred Shares") of which there are 21,182,301 New Request Common Shares issued andoutstanding and no New Request Preferred Shares issued and outstanding;
3.7 New ReQuest is a reporting issuer, or the equivalent, in each of the Jurisdictions by virtue of obtaininga final receipt for a prospectus on September 15, 1997, and is not in default of any of the requirementsof the Legislation;
3.8 ReQuest Income Trust (the "Trust") is an open-ended mutual fund trust governed by the laws of theprovince of Alberta and was created pursuant to a declaration of trust dated February 5, 2001;
3.9 pursuant to a plan of arrangement (the "Arrangement") approved by the Court of Queen's Bench ofAlberta on March 13, 2001, holders of common shares of Old ReQuest exchanged their commonshares, via a series of transactions, for units in the Trust (the "Trust Units");
3.10 following the completion of the Arrangement, including the amalgamation of Old ReQuest and 913675Alberta Ltd. (as referenced in subparagraph 3.1 herein), New ReQuest became a wholly-ownedsubsidiary of the Trust;
3.11 following the completion of the Arrangement, the Trust Units were listed on The Toronto StockExchange (the "TSE");
3.12 effective March 20, 2001, the New ReQuest Common Shares were delisted from the TSE and nosecurities of New ReQuest are listed or quoted on any exchange or market;
3.13 New ReQuest has no securities, including debt securities, issued and outstanding save for the NewReQuest Common Shares held by the Trust;
3.14 New ReQuest does not intend to seek public financing by way of an offering of securities;
4. AND WHEREAS under the System, this MRRS Decision Document evidences the decision of each DecisionMaker (collectively, the "Decision");
5. AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that providesthe Decision Maker with the jurisdiction to make the Decision has been met;
6. IT IS THE DECISION of the Decision Makers under the Legislation that New ReQuest is deemed to haveceased to be a reporting issuer, or the equivalent, under the Legislation.
May 4, 2001.
"Patricia M. Johnston"