THE CORPORATONS ACT
Order No. 6645
Section 145 and 150(1)
February 13, 2013
THE
M AN ITOB A
S ECUR I TIE S
CO MM ISSION
Manitoba Telecom Services Inc.
WHEREAS:
(A)
Application has been made on behalf of Manitoba Telecom Services
Inc. (the "Applicant") to The Manitoba Securities Commission (the "Commission") for
orders under section 145 and subsection 150(1) of The Corporations Act, R.S.M.
1987, c.
C225 (the "The Corporations Acf') that the Applicant be granted an
exemption:
1)
Under section 145 of The Corporations Act from the requirement to
send to each shareholder a management proxy circular either as an appendix
to or as a separate document accompanying the notice of the meeting as is
required under subsection 144(1) of the Act, and
2)
Under subsection 150(1) from the requirements of section 149 of The
Corporations Act,
provided the Applicant comply with National Instrument 54-101 -
Communications
with Beneficial Owners of Securities of a Reporting Issuer made under The
Securities Act (Manitoba).
(8)
It has been represented to the Commission by the Applicant that:
1.
The Applicant is a Manitoba based telecommunications corporation
with a current market capitalization of approximately $2 Billion.
2.
The Applicant was a crown corporation of the government of Manitoba,
incorporated by special statute of the Province of Manitoba on April 28, 1933.
It became a publicly traded company January 7, 1997, receiving Articles of
continuance April 5, 2000, Restated Articles of Incorporation May 15, 2001,
and Restated Article of Incorporation June 28, 2004. The Applicant is a
reporting issuer under The Securities Act (Manitoba) (the "Securities Act").
The Applicant's Class A Common Shares are offered for sale to the public on
a continuous basis by way of a long form prospectus dated December 20,
1996. There are no issued and outstanding Class A Preference Shares or
Class B Preference Shares.
3.
The Applicant is subject to the reporting requirements of Parts X, XI
and XII of The Securities Act (Manitoba).
4.
The Applicant is subject to the requirements of The Corporations Act
and is required by subsection 144(1) of The Corporations Act and by Section
9 of the Regulation to The Corporations Act (Regulation 385/87) to send to
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each shareholder a management proxy circular either as an appendix to or as
a separate document accompanying the notice of the meeting (the "Proxy
Circular Corporate Law Requirements") .
5.
In addition, subsection 149(3) of The Corporations Act and by Section
11 of the Regulation to The Corporations Act (Regulation 385/87) requires the
Applicant to mail to each of its registered shareholders its interim financial
statements within 60 days of the date to which they are made up (the "Interim
Financial Statements Corporate Law Requirements") . The Applicant had
previously obtained a Commission Order No. 6476 from the Interim Financial
Statements Corporate Law Requirements, but seeks to revoke the prior order
and instead include the same relief in this order.
6.
The Applicant is required by subsection 153(1) of The Corporations Act
to send to each shareholder a copy of the annual financial statement
prepared under s. 149(1) of The Corporations Act (the "Financial Statements
Corporate Law Requirements").
7.
The Applicant files its annual financial statement and management
proxy circular ("Proxy-Related Materials") with the Commission on SEDAR
and the Proxy-Related Materials are available for viewing on the Applicant's
website
at
www.mtsallstream.ca
and
on
the
SEDAR
website
at
www.sedar.com.
8.
Amendments
to
National
Instrument 54-101 Communications
with
Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101") will come
into effect on February 11, 2013 and the notice-and-access provisions related
to
sending
Proxy-Related
Materials
to
beneficial
shareholders
will
be
permitted to be used for annual meetings held on or after March 1,2013. The
annual meeting of the Applicant is scheduled to be held on May 9, 2013. NI
54-101
enables issuers to deliver Proxy-Related Materials by sending a
notice
package
to
all
shareholders
informing
them
that
Proxy-Related
Materials are filed
on
SEDAR under the
reporting
issuer's profile and
enclosing the relevant voting document.
9.
Although
NI
54-101
allows the Applicant to deliver Proxy-Related
Materials by sending a notice package to all shareholders informing them that
Proxy-Related Materials are filed on SEDAR under the reporting issuer's
profile and enclosing the relevant voting document, the Applicant is still
subject to the Proxy Circular Corporate Law Requirements and Financial
Statements Corporate Law Requirements and it is therefore unclear whether
the Applicant is required to send Proxy-related Materials to shareholders
directly in print by mail.
10.
Section
145 of The
Corporations Act allows the
Commission,
if
satisfied that in the circumstances of the particular case there is adequate
justification for so doing, to make an order exempting a corporation from the
Proxy Circular Corporate Law Requirements.
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11.
Subsection 150(1) of The Corporations Act allows the Commission, if
satisfied that in the circumstances of the particular case there is adequate
justification for so doing, to make an order exempting a corporation from the
Financial Statements Corporate Law Requirements and the Interim Financial
Statements Corporate Law Requirements.
(C)
The Commission is of the opinion that there is adequate justification to
grant the order requested .
IT IS ORDERED:
1.
THAT, under section 145 of The Corporations Act (Manitoba), the
Applicant
is
exempt
from
the
requirements
of
subsections
144(1)
of
The
Corporations Act (Manitoba) and shall not be required to send to each shareholder a
management proxy circular either as an appendix to or as a separate document
accompanying the notice of the meeting provided that:
(a)
the Applicant is a reporting issuer under The Securities Act
(Manitoba); and
(b)
the Applicant complies with the requirements of NI 54-101 made
under The Securities Act (Manitoba) .
2.
THAT, under subsection 150(1) of The Corporations Act (Manitoba),
the Applicant is hereby exempted from the requirements of section 149 of The
Corporations Act (Manitoba) and shall not be required to prepare and send to each
shareholder a copy of the comparative interim financial statements or annual
financial statements provided that:
(a)
the Applicant is a reporting issuer under The Securities Act
(Manitoba); and
(b)
the Applicant complies with the requirements of NI 54-101 made
under The Securities Act (Manitoba).
3.
THAT, Commission Order 6476 dated February 8, 2012 be and is
hereby revoked .
4.
THAT, the fee for this order shall be $25.00.
BY ORDER OF THE COMMISSION
Director
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