Exemption Orders (Discretionary)

SUNCOM TELECOMMUNICATIONS INC.


IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418

AND

IN THE MATTER OF SUNCOM TELECOMMUNICATIONS INC.

Exemption Order Under Sections 48 and 76


WHEREAS Suncom Telecommunications Inc. has applied to Executive Director for an order under sections 48 and 76 of the Securities Act, R.S.B.C. 1996, c. 418 that certain intended trades by Suncom in common shares and warrants of Suncom under a plan of arrangement and compromise made under the Companies Creditors Arrangement Act, R.S.C. 1985, c. C-36 (the “CCAA”), the Canada Business Corporations Act, R.S.C. 1985, c. C-44 (the “CBCA”) and the Company Act, R.S.B.C. 1996, c.62 (the “BCCA”) are exempt from the requirements of sections 34(1)(a) and 61 of the Act;

AND WHEREAS Suncom has represented to the Executive Director that:

1. Suncom is incorporated under the laws of Canada and is a reporting issuer under the Act and is not in default of any requirement of the Act or the Securities Rules, R.B.C. Reg. 194/97;

2. the authorized capital of Suncom consists of 100,000,000 common shares, 150,000,000 class A preference shares and 150,000,000 class B preference shares of which 46,023,962 common shares were issued and outstanding as of February 28, 1997;

3. Suncom is traded on the National Association of Securities Dealers OTC Bulletin Board Market;

4. Wintel CNC Communications Inc (“CNC”) and Wintel CNT Communications Inc (“CNT”) are incorporated under the laws of Canada and Suncom Telemanagement Inc (“STI”) is incorporated under the laws of British Columbia (collectively, Suncom, CNC, CNT and STI are referred to as the “Suncom Group”);

5. until April 17, 1997, when Suncom agreed to sell all the issued and outstanding securities of CNC to a third party, CNC was wholly owned by Suncom; all of the issued and outstanding common shares of CNT are owned by CNC and all of the issued and outstanding common shares of STI are owned by Suncom;

6. Suncom is insolvent and obtained a protective court order pursuant to the provisions of the CCAA on January 14, 1997 affording Court protection to the Suncom Group which was extended and/or amended by an additional order of the Court dated February 5, 1997;

7. on July 4, 1997, an order of the Court was granted accepting the filing of a reorganization plan pursuant to certain provisions of the CCAA, the CBCA and the BCCA (the "Plan”) extending the court protection and ordering the calling of a meeting of all classes of creditors of the Suncom Group to be held to vote on the Plan;

8. the meeting was held on July 31, 1997 and the Plan was approved and the Court gave its final approval to the Plan on August 7, 1997;

9. as required by the Court a management information circular was delivered to Creditors containing disclosure regarding the Plan and the business and affairs of Suncom;

10. approximately 3.0% of the common shares are held by holders of record whose last address as shown on the books of Suncom is in British Columbia;

11. as of August 12, 1997, the Suncom Group had $145,353,440.58 in outstanding debt owing to unsecured creditors (“General Creditors”) of which approximately 1.0%, exclusive of debt owed to the other Suncom Group companies, is held by 28 General Creditors in British Columbia who have filed claims;

12. under the Plan General Creditors of the Suncom Group will each receive a non-transferable warrant entitling the holder to receive Suncom common shares in satisfaction of the portion of debt remaining unpaid after receiving the cash distributions paid to General Creditors under the Plan;

13. under the Plan General Creditors entitled to receive a cash distribution in relation to their claim, will have the option of receiving Suncom common shares instead of the cash distribution;

14. implementation of the plan is necessary for the Suncom Group to continue as a going concern; and

15. no exemptions from the registration and prospectus requirements of the Act are available to distribute warrants and common shares to General Creditors who are not security holders of Suncom, CNC, CNT or STI;

AND WHEREAS the Executive Director considers that to do so would not be prejudicial to the public interest to do so;

IT IS ORDERED effective December 1, 1997:

1. under sections 48 and 76 of the Act, that sections 34(1)(a) and 61 of the Act do not apply to the intended trades by Suncom of warrants and common shares to General Creditors in accordance with the Plan;

2. under section 76 of the Act that any trade in common shares acquired in reliance upon this order is deemed to be a distribution unless:
      (a) Suncom is a reporting issuer and has been a reporting issuer for the 12 months immediately preceding the trade;

      (b) if the seller is an insider of Suncom, other than a director or senior officer of Suncom, the seller has filed all records required to be filed under sections 87 and 90 of the Act;

      (c) if the seller is a director or senior officer of Suncom, the seller has filed all records required to be filed under sections 87 and 90 of the Act and Suncom has filed all records required to filed under Part 12 of the Act and Part 12 of the Rules;

      (d) the trade is not a distribution from the holdings of a control person;

      (e) no unusual effort is made to prepare the market or create a demand for the security, and

      (f) no extraordinary commission or other consideration is paid in respect of the trade.


DATED at Vancouver, British Columbia, on December 9, 1997.





Margaret Sheehy
Director
©2026 British Columbia Securities Commission