IN THE MATTER OF THE SECURITIES LEGISLATION
OF BRITISH COLUMBIA,
ALBERTA, SASKATCHEWAN, MANITOBA, ONTARIO, Québec, NOVA SCOTIA, AND NEWFOUNDLAND
AND
IN THE MATTER OF THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF ADEX SECURITIES INC.
MRRS DECISION DOCUMENT
1 WHEREAS the local securities regulatory authority
or regulator (the "Decision
Maker") in each of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario,
Québec, Nova Scotia and Newfoundland and Labrador (collectively, the
"Jurisdictions") has received an application (the "Application") from
Adex Securities Inc. ("Adex") for a decision pursuant to the securities
legislation of the Jurisdictions (the "Legislation") that, in connection with
the offer by Adex (as varied) to purchase common shares (the "Concord Shares")
of Concord Pacific Group Inc. ("Concord") pursuant to a take over bid (the
"Offer"), Adex be exempt from the requirements in the Legislation to take up and
pay for securities proportionately according to the number of securities deposited by each
securityholder (the "Proportionate Take up and Payment Requirement");
2 AND WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief
Applications (the "System"), the British Columbia Securities Commission
is the
principal regulator for the Application;
3 AND WHEREAS, unless otherwise defined, the terms herein have the meaning set out in
National Instrument 14-101 Definitions or in Québec Commission Notice
14-101;
4 AND WHEREAS Adex has represented to the Decision Makers that:
1. Adex was incorporated on April 22, 1992 under the Company Act (British Columbia)and continued under the Canada Business Corporations Act on April
12, 2002 and
has its registered and record office at 900 – 1095 West Pender Street, Vancouver,
British Columbia;
2. Adex is not a reporting issuer in any of the Jurisdictions and its shares are not
listed or posted for trading on any stock exchange;
3. Terence Hui indirectly controls Adex and is the sole director and President of Adex;
4. Mr. Hui is also the President and Chief Executive Officer of Concord;
5. Adex owns 15,289,601 Concord Shares representing 45.1% of outstanding Concord Shares;
6. Concord was incorporated on March 14, 1997 under the Yukon Business Corporations Act
and continued under the Canada Business Corporations Act on June 17, 1998;
7. Concord's head office is located at Suite 900, 1095 West Pender Street, Vancouver,
British Columbia;
8. Concord is a reporting issuer in all provinces and territories of Canada,
except
Québec;
9. the Concord Shares are listed for trading on The Toronto Stock Exchange;
10. on November 8, 2002, Adex mailed to Concord shareholders its Offer to purchase the
Concord Shares and on December 9, 2002, Adex mailed to Concord shareholders a Notice of
Variation and Change in respect of its Offer;
11. under the terms of the Offer, Adex is offering to purchase Concord Shares
in
accordance with the following procedure (the "Procedure"):
(a) the Offer is comprised of two alternatives:
(i) Adex will acquire all Concord Shares deposited under the Offer at $3.40 per Concord Share provided that at least 10,000,000 Concord Shares (the "$3.40 Threshold") are deposited under the Offer and not withdrawn (the "$3.40 Alternative"); and
(ii) if the number of Concord Shares deposited under the Offer and not withdrawn is less than the $3.40 Threshold but at least 2,000,000 Concord Shares, Adex will acquire at $2.75 per Concord Share (the "$2.75 Alternative") up to a maximum of 2,000,000 Concord Shares deposited under the Offer, other than those Concord Shares deposited solely under the $3.40 Alternative;(b) shareholders may elect to deposit their Concord Shares to be taken up and paid for under only the $3.40 Alternative or under both the $2.75 Alternative and the $3.40 Alternative;
(c) if Adex takes up Concord Shares deposited for take up under the $2.75 Alternative, all Concord Shares deposited for take up only to the $3.40 Alternative will be returned to the shareholders;
(d) if the number of Concord Shares so deposited to be taken up and paid for under the $2.75 Alternative exceeds 2,000,000 shares, such Concord Shares deposited to be taken up under the $2.75 Alternative will be taken up on a pro rata basis (adjusted to avoid taking up fractional shares);
12. the take-over bid circular (the "Circular")
mailed to Concord shareholders in respect of the Offer discloses the mechanics
for the take up and payment
for, or return of, Concord Shares as described in paragraph 11 above;
13. in the directors' circular mailed to Concord shareholders, the independent directors
of Concord have recommended that shareholders accept the $3.40 Alternative;
14. the Proportionate Take up and Payment Requirement would require Adex to take up and
pay for deposited Concord Shares proportionately, according to the number of Concord
Shares deposited by each shareholder, including Concord Shares deposited for take up only
under the $3.40 Alternative;
5 AND WHEREAS pursuant to the System this MRRS Decision Document evidences the
decision of
each of the Decision Makers (collectively, the "Decision");
6 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;
7 THE DECISION of the Decision Makers under the Legislation is that, in connection with
the Offer, Adex is exempt from the Proportionate Take up and Payment Requirement, provided
that Concord Shares tendered to the Offer and not withdrawn are taken up and paid for in
accordance with the Procedure.
8 December 19, 2002
"Adrienne Salvail-Lopez"
Adrienne Salvail-Lopez
Vice Chair
Headnote
Mutual Reliance Review System for Exemptive Relief Applications – Offeror
exempt from requirement to take up and pay for securities proportionately according
to the number
deposited by each security holder
Applicable British Columbia Provisions
Securities Act, R.S.B.C. 1996, c. 418, ss. 105(g), 114(2)(c)