IN THE MATTER OF
THE SECURITIES LEGISLATION
OF SASKATCHEWAN AND MANITOBA
AND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF COMMUNITY PORK VENTURES INC.
MRRS DECISION DOCUMENT
WHEREAS the Canadian securities regulatory authority or regulator (the "Decision Maker’) in each of the provinces of Saskatchewan and Manitoba (collectively the "Jurisdictions") has received an application (the "Application") from Community Pork Ventures Inc. (the "Filer") for a decision pursuant to the securities legislation of the Jurisdictions (the "Legislation") that the requirement contained in the Legislation to give particulars of every material contract entered into as part of the prospectus level disclosure required in a securities exchange take-over bid circular and to make such contracts available for inspection during the hid (the "Requirements") shall not apply to the Filer with respect the Filer’s securities exchange take-over bid (the "Offer") and certain material contracts entered into by the Filer;
AND WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the "System"), the Saskatchewan Securities Commission is the principal regulator for the Application (the "Principal Regulator");
AND WHEREAS the Filer has represented to the Decision Makers that:
1. The Filer is a Saskatchewan corporation incorporated pursuant to the laws of Saskatchewan on August 25, 2000, and has a fiscal year end of August 31;
2. The Filer’s head office is located at Outlook, Saskatchewan;
3. The Filer is not currently a reporting issuer or reporting issuer equivalent within the meaning of the Legislation, and is not in default of any of the requirements of the Legislation or other legislation to which it is subject;
4. The Filer is authorized to issue three classes of shares, designated as Class "A" (nonvoting), Class "B" (voting), and Class "C" (non-voting), of which one Class "B", Series 1, share is currently issued and outstanding and held by Quadra Consolidated Ltd. ("Quadra Consolidated");
5. Richard Wright owns Quadra Consolidated and is a promoter of the Filer and also a director and officer of each of the following companies carrying on hog production (the "Quadra Family Members"):
Beechy Stock Farm (1996) Ltd.
St. Denis Stock Farm (1995) Ltd.
River Lake Stock Farm (1995) Ltd.
Norfolk Stock Producers (1996) Ltd.
Hi-Point Stock Farm (1997) Ltd.
Sask West Pork Producers (1997) Ltd.
Kelsey Stock Farm (1997) Ltd.
Chesterfield Stock Farm (1997) Ltd.
Hillsburgh Stock Farm (1997) Ltd.
Pasquia Pork Producers (1997) Ltd.
Last Mountain Stock Farm (1997) Ltd.
Southwest Stock Farm (1997) Ltd.
Whitewater Swine (1997) Ltd.
Eagle Creek Pork Producers Ltd.
Sask Valley Pork Producers Ltd.
Great West Stock Farm (1996) Ltd.
6. Of the Quadra Family Members, Whitewater Swine (1997) Ltd., Southwest Stock Farm (1997) Ltd., and Norfolk Stock Producers (1996) Ltd. are corporations incorporated pursuant to the laws of Manitoba, and the remaining Quadra Family Members arc corporations incorporated pursuant to the laws of Saskatchewan;
7. Entities related to Richard Wright and in each case an entity (the "Community Promoter") owned by community promoters of the issuer hold the voting securities of the Quadra Family Members with in each case community investors (the "Community Investors") holding the non-voting securities in the Quadra Family Members;
8. Entities related to Richard Wright manage the Quadra Family Members and this will not change as a result of the Offer;
9. None of the securities of the Filer or of the Quadra Family Members are listed or posted for trading on any stock exchange or over the counter market;
10. Pursuant to the Offer the Filer has made an offer to purchase all of the issued and outstanding Class "D" non-voting equity shares of the Quadra Family Members (being all the non-voting securities of the Quadra Family members) on the basis of a share exchange of non-voting equity shares of the Filer for non-voting equity shares of the Quadra Family Members;
11. The purpose of the Offer is too enable the formation of a strategic alliance between the Quadra Family Members and Premium Brand inc. (formerly Fletcher’s Fine Foods Ltd.) ("Premium");
12. Upon completion of the Offer, voting securities of the Filer will be held by Quadra Consolidated and entities related to Richard Wright and the Community Promoters;
13. The Legislation requires that securities exchange take-over bid circulars disclose the particulars of all material contracts of the Filer and that the material contracts be made available for inspection during the bid;
14. The Filer has entered into among others two material contracts with Premium, entitled the Quadra High Health - Pig Production Supply Agreement made effective April 1, 2000 (the "Supply Agreement") and the Volume Bonus Agreement dated for reference August 28, 2000 (the "Volume Bonus Agreement"), which it will summarize in its securities exchange take-over bid circular for the Offer but which it does not wish to make generally available for inspection as such agreements contain financial and marketing information of a unique and confidential nature to the Filer, the general dissemination of which, if known by the competitors of the Filer and the Quadra Family Members, would impair the value of such agreements;
l5. On filing of the securities exchange take-over bid circular for the Offer, the Filer will become a reporting issuer in Saskatchewan but will not become a reporting issuer equivalent in Manitoba; and
16. The Filer will forward to its security holders resident in Manitoba on an ongoing basis the same continuous disclosure information that it forwards to its security holders resident in Saskatchewan;
AND WHEREAS under the System, this MRRS Decision Document evidences the decision of each Decision Maker (collectively, the "Decision");
AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Makers with the jurisdiction to make the Decision has been met;
The Decision of the Decision Makers pursuant to the Legislation is that the Supply Agreement and Volume Bonus Agreement filed by the Filer with the Application shall be treated as confidential by the Decision Makers, and the Requirements as they relate to the Supply Agreement and Volume Bonus Agreement shall not apply to the Filer with respect to the Offer provided that the Filer discloses in its circular for the Offer the existence and a summary description of the aforesaid material contracts.
DATED at Regina, Saskatchewan, on October "18th", 2000.
Marcel de la Gorgendière. Q.C.
Chairperson