Scotia Capital Inc. et al. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications - Issuer is a "connected issuer" but not a "relatedissuer" of registrants that are to act as underwriters in a proposed distribution of securities of the Issuer - Issuer is nota "specified party" as defined in Draft Multi-Jurisdictional Instrument 33-105 Underwriter Conflicts - Registrantunderwriters exempted from independent-underwriter requirements, provided that, at the time of the distribution, theissuer is not a "specified party" as defined in the instrument, and is not a "related issuer"of the registrant underwritersas defined in the instrument.

Applicable Ontario Statutes

Securities Act, R.S.O. 1990, c.S.5, as am.

Applicable Ontario Regulations

Regulation made under the Securities Act, R.R.O. 1990, Reg. 1015, as am., 219(1), 224(1)(b), 233.

Rules Cited

Proposed Multi-jurisdictional Instrument 33-105 - Underwriting Conflicts (1998) 21 OSCB 781.

IN THE MATTER OF

THE CANADIAN SECURITIES LEGISLATION OF

QUEBEC, BRITISH COLUMBIA, ALBERTA,

ONTARIO AND NEWFOUNDLAND

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF SCOTIA CAPITAL INC., TD SECURITIES INC.,

NATIONAL BANK FINANCIAL INC., RBC DOMINION SECURITIES INC.,

BMO NESBITT BURNS INC. AND TRILON SECURITIES CORPORATION

AND ASTRAL MEDIA INC.

MRRS DECISION DOCUMENT

WHEREAS the securities regulatory authority or regulator (the "Decision Maker") in each of Ontario, BritishColumbia, Alberta, Quebec and Newfoundland (the "Jurisdictions") has received an application from Scotia Capital Inc.,TD Securities Inc., National Bank Financial Inc., RBC Dominion Securities Inc., BMO Nesbitt Burns Inc. and TrilonSecurities Corporation (collectively, the "Underwriters") for a decision pursuant to the securities legislation of Ontario,British Columbia, Alberta, Quebec and Newfoundland (the "Legislation") that the requirement (the "IndependentUnderwriter Requirement") contained in the Legislation which restricts a registrant from acting as an underwriter inconnection with a distribution of securities of an issuer made by means of prospectus, where the issuer is a connectedissuer (or the equivalent) of the registrant unless a portion of the distribution at least equal to that portion underwrittenby non-independent underwriters is underwritten by an independent underwriter, shall not apply to the Underwriters inrespect of a proposed distribution (the "Offering") of Class A Non-Voting Shares of Astral Media Inc. (the "Issuer") to bemade by means of a prospectus (the "Prospectus");

WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the "System")the Ontario Securities Commission is the principal regulator for this application;

AND WHEREAS the Issuer and the Underwriters have represented to the Decision Makers that:

1. The Issuer was continued under the Canada Business Corporations Act by Certificate of Continuance datedAugust 27, 1986.

2. The Class A shares of the Issuer are listed on The Toronto Stock Exchange.

3. The head office of the lead underwriter, Scotia Capital Inc., is in Ontario.

4. The Issuer is a reporting issuer under the Legislation and is not in default of any requirement under theLegislation.

5. The Issuer filed a preliminary prospectus dated March 12, 2001 (the "Preliminary Prospectus") in all Canadianprovinces in order to qualify the distribution of 2,130,000 Class A Non-Voting Shares at a price of $ 47/pershare.

6. Pursuant to the terms of an underwriting agreement (the "Underwriting Agreement") between the Issuer andthe Underwriters, the Underwriters will agree to act as underwriters in connection with the Offering. Theproportionate share of the Offering to be underwritten by each of the Underwriters is as follows:

5. Timothy R. Price, a Director of the Issuer, is Chairman of Trilon Financial Corporation, an affiliate of TrilonSecurities Corporation ("Trilon").

6. The Issuer has an agreement with a syndicate of financial institutions (the "Syndicate") for a revolving facilityof up to $60 million and an acquisition facility of up to $145 million (collectively, the "Facilities"). Each of ScotiaCapital Inc., RBC Dominion Securities Inc., TD Securities Inc., BMO Nesbitt Burns Inc. and National BankFinancial Inc. is controlled by a Canadian chartered bank: the Scotia Bank, the Royal Bank, the Toronto-Dominion Bank, the Bank of Montreal and the National Bank, respectively (the "Banks"), each of which is amember of the Syndicate and accordingly, the Issuer may be a connected issuer of the Banks. The ScotiaBank, the Royal Bank, the Toronto-Dominion Bank, the Bank of Montreal and the National Bank are responsiblefor 17.07%, 21.95%, 14.63%, 17.07% and 21.95% respectively, of any sums borrowed under the Facilities.

7. As of the date hereof, there are no amounts outstanding under the Facilities.

8. The Issuer is not a "related issuer", as defined in Section 1.2(2) of the proposed Multi-Jurisdictional Instrument33-105, Underwriting Conflicts ("33-105") of any of the Underwriters for the purposes of the Offering. Inaddition, the Issuer is not a "specified party", as the term is defined in Section 3.2(b)(i)(A) of 33-105.

9. The Banks did not participate in the decision to make the Offering nor in the determination of the terms of theOffering.

10. The Underwriters will not benefit in any manner from the Offering other than the payment of their fee inconnection with the Offering.

11. CIBC World Markets Inc., one of the Underwriters of the Offering, and Trilon Securities Corporation are notmembers of the Syndicate under the Facilities.

12. The disclosure required by Schedule C to 33-105 is contained in the Preliminary Prospectus and will becontained in the Prospectus which will disclose the nature of the relationship between the Issuer and theUnderwriters.

13. The Issuer is not in financial difficulty, is not under any financial pressure to proceed with the Offering and isnot in default in any of its obligations.

14. The certificate in the Prospectus will be signed by each of the Underwriters as

required by the legislation.

AND WHEREAS pursuant to the System, this MRRS Decision Document evidences the decision of eachDecision Maker (collectively, the "Decision");

AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that providesthe Decision Maker with the jurisdiction to make the Decision has been met;

THE DECISION of the Decision Makers, under the Legislation is that the Independent Underwriter Requirementshall not apply to the Underwriters in connection with the Offering provided the Issuer is not a related issuer, as definedin 33-105, to the Underwriters at the time of the Offering and is not a specified party, as defined in the 33-105, at the timeof Offering.

March 21, 2001.

"J.A. Geller"       "R. Stephen Paddon"