Exemption Orders (Discretionary)
TELESYSTEM INTERNATIONAL WIRELESS INC.
2001 BCSECCOM 922
IN THE MATTER OF THE COMPANY ACT
R.S.B.C. 1996, c. 62
AND
IN THE MATTER OF TELESYSTEM INTERNATIONAL WIRELESS INC.
Exemption Order Under Section 87 of the Company Act
[para 1]
WHEREAS Telesystem International Wireless Inc. (the “Issuer”) has applied to the Executive Director under section 87(2) of the Company Act, R.S.B.C. 1996, c. 62 for an order that sections 86 to 97 of the Company Act do not apply to the trust indenture (the “Indenture”) entered into between the Issuer and The Bank of Nova Scotia Trust Company of New York (the “Trustee”), in connection with its offer to exchange up to U.S.$195 million aggregate principal amount of its 14% Senior Guaranteed Notes due December 30, 2003 (the “Exchange Notes”) plus U.S.$50 million in cash for all of its outstanding Series B 13¼% Senior Discount Notes due June 30, 2007 and Series C 10½% Senior Discount Notes due November 1, 2007;
[para 2]
AND WHEREAS the Issuer has represented to the Executive Director that:
1. the Issuer is a corporation incorporated under the Canada Business Corporations Act, is a reporting issuer under the Securities Act, R.S.B.C. 1996, c. 418 and is not in default of any requirement of the Securities Act or Securities Rules, B.C. Reg. 194/97;
2. as of May 15, 2001, the authorized share capital of the Issuer consisted of an unlimited number of subordinate voting shares without par value (“Subordinate Voting Shares”), an unlimited number of multiple voting shares without par value (“Multiple Voting Shares”) and an unlimited number of preferred shares without par value, issuable in series (the “Preferred Shares”) of which 15,548,500 Subordinate Voting Shares, 817,463 Multiple Voting Shares and no Preferred Shares are issued and outstanding;
3. the Trustee is organized and doing business under the laws of the State of New York;
4. the Exchange Notes issued under the Indenture will be guaranteed by a subsidiary of the Issuer;
5. the Indenture will comply in all material respects with the provisions of the Trust Indenture Act of 1939 (as amended by the Trust Indenture Reform Act of 1990) of the United States of America (the “TIA”) that are substantially similar to the provisions of sections 86 to 97 of the Company Act;
6. the Indenture will be governed by the laws of the State of New York;
7. the Exchange Notes will be offered and exchanged in British Columbia only in reliance on exemptions from the registration and prospectus requirements under the Securities Act;
8. the issuance of the Exchange Notes will be made in compliance with the applicable laws of the jurisdictions in which they are being issued; and
9. the Deputy Director under the Canada Business Corporations Act issued an order dated August 23, 2001 exempting the Indenture from the trust indenture provisions of Part VIII of the Canada Business Corporations Act;
[para 3]
AND WHEREAS the Executive Director considers that to do so would not be prejudicial to the public interest;
[para 4]
IT IS ORDERED under section 87(2) of the Company Act that sections 86 to 97 of the Company Act do not apply to the Indenture provided that the Indenture complies in all material respects with the provisions of the TIA that are substantially similar to the provisions of sections 86 to 97 of the Company Act.
[para 5]
DATED September 17, 2001.
Brenda Leong
Director