Exemption Orders (Discretionary)
JDS UNIPHASE INC.
Headnote
Mutual Reliance Review System for Exemptive Relief Applications – Issuer deemed to have ceased to be a reporting issuer as all of its issued and outstanding securities are held by two entities following completion of a plan of arrangement.
Applicable British Columbia Provisions
Securities Act, R.S.B.C. 1996, c. 418, ss. 1(1), 88
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
BRITISH COLUMBIA, 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
JDS UNIPHASE INC.
DECISION DOCUMENT
WHEREAS the Canadian securities regulatory authority or regulator (the “Decision Maker”) in each of British Columbia, Alberta, Saskatchewan, Ontario, Québec, Nova Scotia and Newfoundland (the “Jurisdictions”) has received an application from JDS Uniphase Inc., formerly JDS FITEL Inc. (“JDS Uniphase”) for a decision pursuant to the Canadian securities legislation of the Jurisdictions (the “Legislation”) that JDS Uniphase is declared no longer to be a reporting issuer, or the equivalent thereof, under the 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 JDS Uniphase has represented to the Decision Makers that:
1. Pursuant to an arrangement under the CBCA (the “Arrangement”), JDS Uniphase was formed on July 6, 1999 as a result of the amalgamation of JDS FITEL Inc., a CBCA corporation whose common shares were listed on The Toronto Stock Exchange, and three other companies;
2. The head office of JDS Uniphase is located in Nepean, Ontario;
3. JDS Uniphase is authorized to issue an unlimited number of common shares (the “Common Shares”) and 10,000 preference shares (the “Preference Shares”), of which 600 Common Shares and 10,000 Preference Shares are currently outstanding;
4. JDS Uniphase is a reporting issuer, or the equivalent thereof, under the Legislation;
5. Pursuant to the Arrangement, shareholders of JDS FITEL Inc. received either common shares of JDS Uniphase Corporation, a Delaware corporation whose common shares are traded on the Nasdaq National Market, or exchangeable shares of JDS Uniphase Canada Ltd., a CBCA corporation whose exchangeable shares are listed on The Toronto Stock Exchange;
6. All of the issued and outstanding securities of JDS Uniphase are held by two securityholders;
7. JDS Uniphase does not have any of its securities listed on any exchange in Canada;
AND WHEREAS pursuant to the System this MRRS Decision Document evidences the decision of each Decision Maker (collectively, the “Decision”);
AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the Decision has been met;
The decision of the Decision Makers pursuant to the Legislation is that JDS Uniphase is hereby declared no longer to be a reporting issuer, or the equivalent thereof, under the Legislation effective as of the date of this order.
DATED at Toronto this 3rd day of August, 1999.
- Margo Paul