Exemption Orders (Discretionary)
AIC LIMITED
2001 BCSECCOM 503
Headnote
Mutual Reliance Review System for Exemptive Relief Applications – Decision to hold an application and decision document in confidence, subject to certain conditions.
Applicable British Columbia Provisions
Securities Act, R.S.B.C. 1996, c. 418, s. 169(4)
IN THE MATTER OF THE SECURITIES LEGISLATION OF BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN, MANITOBA, ONTARIO, QUEBEC, NOVA SCOTIA, PRINCE EDWARD ISLAND AND NEWFOUNDLAND
AND
IN THE MATTER OF THE MUTUAL RELIANCE REVIEW SYSTEMFOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF
AIC LIMITED
1450473 ONTARIO INC.
AIC ADVANTAGE FUND
AIC ADVANTAGE FUND II
AIC CANADIAN FOCUSED FUND
AND
AIC DIVERSIFIED CANADIAN FUND
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatory authority or regulator (collectively, the “Decision Makers”) in each of the Provinces of Ontario, British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, Nova Scotia, Newfoundland, and Prince Edward Island (collectively, the “Jurisdictions”) has received an application (the “Application”) from AIC Limited (“AIC”) and 1450473 Ontario Inc. (“Bidco”), which will become the direct or indirect parent company of AIC, and on behalf of AIC Advantage Fund, AIC Advantage Fund II, AIC Canadian Focused Fund, and AIC Diversified Canadian Fund (all of them collectively, the “Applicants”), for a decision (the “Decision”) pursuant to the securities legislation of the Jurisdictions (the “Legislation”) that the MRRS Decision Document dated December 7, 2000 (the “MRRS Order”), the Application dated October 31, 2000 filed in connection with the MRRS Order, as supplemented, this Decision Document and the Application (collectively, the “Confidential Materials”) be held in confidence by the Decision Makers subject to certain conditions;
AND WHEREAS, pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the “System”), the Ontario Securities Commission is the principal regulator for the Application;
AND WHEREAS the Applicants have represented to the Decision Makers as follows:
1. The Applicants are currently in discussions (the “Discussions”) with Mackenzie Financial Corporation (“Mackenzie”) with a view to Bidco possibly making a take-over bid (the “Bidco Offer”) for all the common shares of Mackenzie (the “Mackenzie Shares”).
2. In the event that the Applicants make the Bidco Offer, the MRRS Order provides that the Bidco Offer will be financially superior to the offer for Mackenzie Shares made by C.I. Fund Management Inc. by way of a take-over bid circular dated November 17, 2000.
3. In the event that the Decision is not granted and the Confidential Materials are not held in confidence, there is a substantial likelihood that the Bidco Offer will not be made. At this time, Bidco has not made any determination on whether to proceed with the Bidco Offer.
AND WHEREAS pursuant to the System this MRRS Decision Document evidences the Decision of each Decision Maker;
AND WHEREAS each Decision Maker 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 the Confidential Materials will be held in confidence by the Decision Makers until the occurrence of the earliest of the following:
(a) Bidco announces its intention to make the Bidco Offer;
(b) the Discussions have to be and are disclosed pursuant to National Policy 40 or otherwise under the Legislation;
(c) the Applicants advise the Regulators that there is no longer any need to hold the Confidential Materials in confidence; or
(d) 24 hours following written notice (the “Notice”) from a Regulator, as defined under National Instrument 14-101 - Definitions, to the Applicants stating his or her intention to no longer hold the Confidential Materials in confidence, unless the Notice is retracted by the Regulator within such 24 hour period.
DATED at Toronto this 18th day of December, 2000.
R. Stephen Paddon Robert W. Davis