Exemption Orders (Discretionary)

STANTEC INC.


2001 BCSECCOM 289



Headnote:

Mutual Reliance Review System for Exemptive Relief Applications - Relief from registration and prospectus requirements to allow a parent company to issue shares to Canadian employees of companies which are not affiliates of the parent company but are under the control of the parent company. First trade relief granted on condition that trade executed on a market outside Canada.

Applicable British Columbia Provisions

Securities Act, R.S.B.C. 1996, c. 418, ss. 34(1)(a), 45(2)(10), 48, 61, 74(2)(9), 76.

IN THE MATTER OF THE SECURITIES LEGISLATION OF ALBERTA AND BRITISH COLUMBIA

AND

IN THE MATTER OF THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF STANTEC INC.

MRRS DECISION DOCUMENT

1. WHEREAS the local securities regulatory authority or regulator (the “Decision Maker”) in British Columbia and Alberta (the “Jurisdictions”) has received an application from Stantec Inc. ("Stantec") for a decision pursuant to the securities legislation of the Jurisdictions (the “Legislation”) that the requirements contained in the Legislation to be registered to trade in a security (the “Registration Requirement”) and to file and obtain a receipt for a preliminary prospectus and a prospectus (the “Prospectus Requirement”) shall not apply to trades of common shares of Stantec to employees of certain companies related to Stantec (the “Related Employees”);

2. AND WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief Application (the “System”), the Alberta Securities Commission is the Principal Regulator for this application;

3. AND WHEREAS Stantec has represented to the Decision Makers that:

3.1 Stantec is a corporation organized and subsisting under the laws of Canada, with its head office in Edmonton, Alberta;

3.2 the authorized capital of Stantec consists of an unlimited number of common shares (the “Stantec Shares”) and an unlimited number of preferred shares, issuable in series;

3.3 as at December 13, 2000, 8,286,935 Stantec Shares were issued and outstanding;

3.4 the Stantec Shares are listed and posted for trading on The Toronto Stock Exchange (the "TSE");

3.5 Stantec is a reporting issuer or the equivalent in each of the Jurisdictions where such a concept exists;

3.6 Stantec is not in default of any of the requirements of the Legislation;

3.7 Related Employees are employed by Stantec Architecture Ltd. ("Architecture"), a corporation amalgamated under the laws of Alberta, Stantec Geomatics Ltd. ("Geomatics"), a corporation amalgamated under the laws of Canada and Stantec Architecture Inc. ("US Architecture"), a corporation incorporated under the laws of North Carolina;

3.8 Stantec manages and exercises de facto control over Architecture, Geomatics and US Architecture. However, due to requirements imposed by legislation governing the architecture profession and the land surveyors profession Stantec owns or controls less than 50% of the voting shares in each of Architecture, Geomatics and US Architecture;

3.9 Stantec intends to issue approximately 200,000 Stantec Shares by way of private placement (the “Private Placement”) to employees of Stantec and affiliates of Stantec and to Related Employees;

3.10 the number of Related Employees in the Jurisdictions is as follows: Alberta - 122, British Columbia - 17;

3.11 Stantec has provided to the Related Employees the same information provided to other employees of Stantec and is subsidiaries regarding the Private Placement;

3.12 Stantec will provide the Related Employees who purchase Stantec Shares under the Private Placement the same information that is provided to Stantec shareholders generally;

3.13 participation in the Private Placement by Related Employees is voluntary and Related Employees will not be induced to participate in the Placement by expectation of employment or continued employment;

3.14 when issuing Stantec Shares under the Private Placement to the Related Employees Stantec cannot rely on the exemption from the Registration Requirement and the Prospectus Requirement permitting the issuance of securities of an issuer to its employees and employees of it’s affiliates because Stantec owns less than 50% of the voting securities of each of Architecture, Geomatics and US Architecture;

4. AND WHEREAS pursuant to the System this MRRS Decision Document evidences the decision of each Decision Maker (collectively, the “Decision”).

5. 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;

6. THE DECISION of the Decision Makers under the Legislation is that the Registration Requirement and Prospectus Requirement shall not apply to the issuance of Stantec Shares to Related Employees;

7. THE FURTHER DECISION of the Decision Makers is that the first trade in Stantec Shares acquired pursuant to this Decision in a Jurisdiction shall be deemed a distribution or a primary distribution to the public under the Legislation of such Jurisdiction (the “Applicable Legislation”) unless:

6.1 at the time of the first trade, Stantec is and has been a reporting issuer or the equivalent under the Applicable Legislation for the 12 months immediately preceding the trade;

6.2 no unusual effort is made to prepare the market or to create a demand for the Stantec Shares;

6.3 no extraordinary commission or consideration is paid to a person or company in respect of the trade;

6.4 if the seller of the securities is an insider or officer of Stantec, the seller has no reasonable grounds to believe that Stantec is in default of any requirement of the Applicable Legislation; and

6.5 the first trade is not from the holdings of a person or company or a combination of persons or companies holding a sufficient number of any securities of Stantec so as to affect materially the control of Stantec or more than 20% of the outstanding voting securities of Stantec, except where there is evidence showing that the holding of those securities does not affect materially the control of Stantec.

DATED this 23rd day of February, 2001.

Glenda A. Campbell, Vice-Chair Jerry A. Bennis, FCA, Member
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