UPM-Kymmene Canada Holdings - MRRS Decision
Headnote
Mutual Reliance Review System for Exemptive Relief Applications - It is not prejudicial to the public interest for issuernot to be a reporting issuer - Issuer deemed to have ceased being a reporting issuer.
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, QUEBEC,
NOVA SCOTIA AND NEWFOUNDLAND
AND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM FOR
EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF
UPM-KYMMENE CANADA HOLDINGS INC.
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatory authority or regulator (collectively, the "Decision Makers") in eachof Alberta, Saskatchewan, Ontario, Quebec, Nova Scotia and Newfoundland (collectively, the "Jurisdictions") hasreceived an application from UPM-Kymmene Canada Holdings Inc. ("Amalco"), formerly 3796477 Canada Inc., for adecision, pursuant to the securities legislation (the "Legislation") of each of the Jurisdictions that Amalco, as successorto Repap Enterprises Inc. ("Repap") by amalgamation, cease to be a reporting issuer or the equivalent thereof underthe Legislation;
AND WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the"System"), the Ontario Securities Commission is the Principal Regulator for this Application;
AND WHEREAS Amalco has represented to the Decision Makers that:
1. Repap was a reporting issuer, or the equivalent thereof, under the Legislation.
2. On October 16, 2000, Repap was amalgamated (the "Amalgamation") with 3796477 Canada Inc., with Amalcocontinuing as the amalgamated corporation. Subsequent to the Amalgamation, 3796477 Canada Inc.'s namewas changed to UPM-Kymmene Canada Holdings Inc. As a result, Amalco is a reporting issuer, or theequivalent thereof, under the Legislation.
3. As of December 4, 2000, Amalco was in default of its obligations as a reporting issuer, or the equivalentthereof, under the Legislation, solely by virtue of the fact that Repap's interim financial statements for thequarter ended September 30, 2000 have not been filed with the Decision Makers.
4. Upon the Amalgamation, all of the common shares of Repap (other than those held by dissenting shareholdersand other than those held by 3796477 Canada Inc., which in each case were cancelled) were converted intospecial shares of Amalco ("Special Shares"). The common shares of 3796477 Canada Inc. (all of which wereheld by UPM-Kymmene Corporation) were converted into common shares of Amalco ("Common Shares").
5. Immediately following the Amalgamation, all of the Special Shares were transferred or deemed to have beentransferred to a wholly-owned subsidiary ("Callco") of UPM-Kymmene Corporation pursuant to the terms ofthose shares. Holders of Special Shares were paid Cdn.$0.20 in cash for each Special Share transferred ordeemed to have been transferred.
6. The Special Shares were de-listed from the Toronto Stock Exchange and no securities of Amalco are listedon any stock exchange or quoted on any market.
7. The head office of Amalco is located in Miramichi, New Brunswick.
8. UPM-Kymmene Corporation, Callco and 10 registered holders of debentures now convertible into SpecialShares ("Convertible Debentures") and originally issued by Repap on a private placement basis in the UnitedStates, the obligations of which have been assumed by Amalco, are the only holders of securities of Amalco.Accordingly, Amalco has fewer than 15 holders of securities whose latest address, as shown on its books, isin each of the Jurisdictions.
9. Other than the Special Shares, Common Shares and Convertible Debentures, there are no securities of Amalcooutstanding.
10. Amalco does not intend to seek public financing by way of an offering of its securities.
AND WHEREAS under the System, this MRRS Decision Document evidences the decision of each of DecisionMakers (collectively, the "Decision");
AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that conferson the Decision Maker the jurisdiction to make the decision has been met;
THE DECISION of the Decision Makers pursuant to the Legislation is that Amalco, as the successor to Repap,is deemed to have ceased to be a reporting issuer or the equivalent thereof under the Legislation.
February 1, 2001.
John Hughes
Manager, Continuous Disclosure