AIC Limited et al. - MRRS Decision
Headnote
Mutual Reliance Review System for Exemptive Relief Applications Request that all material relating to an applicationfor relief from certain take-over bid requirements and mutual fund provisions, including order granted, be held inconfidence subject to certain conditions - Applicant in delicate discussions with target to make offer for target sharesthat would be financially superior to existing offer - Substantial likelihood that offer will not be made if materials not heldin confidence - Conditions include intention to make offer, obligation under securities legislation and prior written noticefrom any regulator stating intention not to hold material in confidence - Order granted with conditions.
Applicable Ontario Statutory Provisions
National Policy 12-201 - Mutual Reliance Review System for Exemptive Relief Applications, section 5.3.
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,
MANITOBA, ONTARIO, QUEBEC, NOVA SCOTIA,
PRINCE EDWARD ISLAND AND NEWFOUNDLAND
AND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF
AIC LIMITED
1450473 ONTARIO INC.
AIC ADVANTAGE FUND
AIC ADVANTAGE FUND II
AIC CANADIAN FOCUSED FUND
AND
AIC DIVERSIFIED CANADIAN FUND
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatory authority or regulator (collectively, the "Decision Makers") in eachof the Provinces of Ontario, British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, Nova Scotia, Newfoundland,and Prince Edward Island (collectively, the "Jurisdictions") has received an application (the "Application") from AICLimited ("AIC") and 1450473 Ontario Inc. ("Bidco"), which will become the direct or indirect parent company of AIC, andon behalf of AIC Advantage Fund, AIC Advantage Fund II, AIC Canadian Focused Fund, and AIC Diversified CanadianFund (all of them collectively, the "Applicants"), for a decision (the "Decision") pursuant to the securities legislation ofthe Jurisdictions (the "Legislation") that the MRRS Decision Document dated December 7, 2000 (the "MRRS Order"),the Application dated October 31, 2000 filed in connection with the MRRS Order, as supplemented, this DecisionDocument and the Application (collectively, the "Confidential Materials") be held in confidence by the Decision Makerssubject to certain conditions;
AND WHEREAS, pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the"System"), the Ontario Securities Commission is the principal regulator for the Application;
AND WHEREAS the Applicants have represented to the Decision Makers as follows:
1. The Applicants are currently in discussions (the "Discussions") with Mackenzie Financial Corporation("Mackenzie") with a view to Bidco possibly making a take-over bid (the "Bidco Offer") for all the commonshares of Mackenzie (the "Mackenzie Shares").
2. In the event that the Applicants make the Bidco Offer, the MRRS Order provides that the Bidco Offer will befinancially superior to the offer for Mackenzie Shares made by C.I. Fund Management Inc. by way of a take-over bid circular dated November 17, 2000.
3. In the event that the Decision is not granted and the Confidential Materials are not held in confidence, thereis a substantial likelihood that the Bidco Offer will not be made. At this time, Bidco has not made anydetermination on whether to proceed with the Bidco Offer.
AND WHEREAS pursuant to the System this MRRS Decision Document evidences the Decision of eachDecision Maker;
AND WHEREAS each Decision Maker is satisfied that the test contained in the Legislation that provides theDecision Maker with the jurisdiction to make the decision has been met;
THE DECISION of the Decision Makers pursuant to the Legislation is that the Confidential Materials will be heldin confidence by the Decision Makers until the occurrence of the earliest of the following:
(a) Bidco announces its intention to make the Bidco Offer;
(b) the Discussions have to be and are disclosed pursuant to National Policy 40 or otherwise under theLegislation;
(c) the Applicants advise the Regulators that there is no longer any need to hold the ConfidentialMaterials in confidence; or
(d) 24 hours following written notice (the "Notice") from a Regulator, as defined under National Instrument14-101 - Definitions, to the Applicants stating his or her intention to no longer hold the ConfidentialMaterials in confidence, unless the Notice is retracted by the Regulator within such 24 hour period.
December 18, 2000.
"R. Stephen Paddon" "Robert W. Davis"