BCSC

Exemption Orders (Discretionary)

WESTAR GROUP LTD.

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

AND

IN THE MATTER OF WESTAR GROUP LTD.

Exemption Order Under Section 91

WHEREAS Westar Group Ltd. has applied to the Commission for an order under section 91 of the Securities Act, R.S.B.C. 1996, c.418, that Westar is exempt from the requirements of section 149 of the Securities Rules, B.C. Reg. 479/95;

AND WHEREAS Westar has represented to the Commission that:

1. Westar is a corporation incorporated under the laws of British Columbia, is a reporting issuer under the Act, and is not in default of any requirement of the Act or the Rules;

2. Westar’s authorized capital consists of 256,135,133.76 Common shares, 155,699,068.992 Non-Voting shares, 100,000,000 Class A Non-Voting shares and 40,000,000 Preferred shares, including 6,000,000 Series 1 Preferred shares, of which 3,573,939 Common shares (excluding consolidated bearer shares), 5,575,721 Non-Voting shares and 117,517 Series 1 Preferred shares are issued and outstanding;

3. the Common shares are listed and posted for trading on The Toronto Stock Exchange and the Vancouver Stock Exchange;

4. Westar proposes to enter into a statutory plan of arrangement;

5. Westar will hold an annual and special meeting of its shareholders on June 27, 1997, whereat the shareholders will be asked to approve resolutions effecting the arrangement;

6. Westar will distribute an information circular in the required form to its shareholders in connection with the June 27, 1997, shareholders’ meeting;

7. Westar’s Financial Statements for the year ended December 31, 1996 were prepared and approved by the directors of Westar and a press release was issued on March 17, 1997, regarding the results contained in the 1996 Statements;

8. Westar filed the 1996 Statements with the Commission on May 20, 1997, in compliance with section 145 of the Rules;

9. Westar is required under section 149 of the Rules to send a copy of the 1996 Statements to its shareholders concurrently with the filing of the 1996 Statements with the Commission and to file written confirmation of compliance with this requirement;

10. the shareholders’ meeting will be an annual as well as a special meeting; since section 111 of the Company Act, R.S.B.C. 1996, c.62, permits holders of 10% or more of the shares to nominate persons for election as directors at any time up to 35 days before an annual meeting, Westar cannot commence distribution of the shareholders’ circular prior to May 22, 1997, which is after the 140 day period prescribed by section 145 of the Rules; and

11. Westar will distribute the 1996 Statements with the shareholders’ circular on or prior to May 26, 1997 in compliance with the Company Act and National Policy Statement No. 41;

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

IT IS ORDERED effective May 20, 1997, under section 91 of the Act, that Westar is exempt from the requirements of section 149 of the Rules provided that the 1996 Statements are sent to Westar’s shareholders on or before May 26, 1997.

DATED at Vancouver, British Columbia, on May 27, 1997.

Joyce Maykut, Q.C.
Vice Chair