Securities Law & Instruments


Headnote

Subsection 74(1) - issuance of common shares in accordance with court order exemptfrom sections 25 and 53 of the Act, subject to certain conditions.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 25, 53, 74(1).

Rules Cited

Rule 45-503 Trades to Employees, Executives and Consultants (1998), 21 OSCB 6569,ss. 2.2, 3.1, 9.1(1).


IN THE MATTER OF THE SECURITIES ACT,
R.S.O. 1990, CHAPTER S.5, AS AMENDED (the "Act")

AND

IN THE MATTER OF
MICROCELL TELECOMMUNICATIONS INC.

RULING
(Subsection 74(1))


UPON the application of Microcell Telecommunications Inc. ("Microcell") to theOntario Securities Commission (the "Commission") for a ruling pursuant to subsection74(1) of the Act that the issuance by Microcell of 62,500 Common Shares of Microcell (the"Shares") to Martin O'Neill shall not be subject to sections 25 and 53 of the Act;

AND UPON considering the application and the recommendation of the staff of theCommission;

AND UPON Microcell having represented to the Commission that:

1. Microcell was incorporated under the Canada Business Corporations Act onOctober 16, 1992, is a reporting issuer under the Act, and to the best of itsknowledge, information and belief is not in default of any requirement of the Act orthe Regulation made thereunder;

2. Microcell's authorized capital consists of an unlimited number of Common Shares,an unlimited number of Class A Non-Voting Shares, an unlimited number of ClassB Non-Voting Shares and an unlimited number of First Preferred Shares, of which33,020,071 Common Shares and 21,386,441 Class B Non-Voting Shares areissued and outstanding as of October 31, 1999;

3. each Common Share may at the option of the holder be converted into one ClassB Non-Voting Share at any time;

4. the Class B Non-Voting Shares are listed on The Toronto Stock Exchange andtrade on the NASDAQ National Market;

5. Microcell is a provider of personal communications services in Canada, offeringwireless communications services in fifteen census metropolitan areas in Canada;

6. Mr. O'Neill is a resident of Ontario and was hired by Telesystem Ltd. in January1994 to act as President and Chief Executive Officer of Microcell;

7. as part of Mr. O'Neill's compensation, Microcell granted him an option to acquire250,000 Common Shares at a price of $1.00 per share;

8. Mr. O'Neill exercised the option in respect of 125,000 Common Shares in 1994;

9. Mr. O'Neill's employment with Microcell was terminated on May 12, 1995;

10. a dispute then arose between Mr. O'Neill and Microcell with respect to histermination, including Mr. O'Neill's right to exercise the option in respect of theremaining 125,000 Common Shares, which resulted in litigation;

11. on June 3, 1999, the Quebec Court of Appeal rendered a judgment, as a result ofwhich Microcell is required to issue 125,000 Common Shares to Mr. O'Neill, witheffect retroactive to March 24, 1995;

12. on September 30, 1997, Microcell amended its share capital, as a result of whichthe outstanding Common Shares were consolidated on the basis of one CommonShare for every two Common Shares issued and outstanding;

13. as a result of the consolidation, Microcell is required by the judgment of the QuebecCourt of Appeal to issue 62,500 Common Shares to Mr. O'Neill;

14. as the Common Shares are convertible into Class B Non-Voting Shares on a one-for-one basis at any time at the option of the shareholder, Microcell has madeapplications to, and received approval from, The Toronto Stock Exchange to list anadditional 62,500 Class B Non-Voting Shares;

15. as Mr. O'Neill is no longer an employee or officer of Microcell, the exemptions insections 2.2 and 3.1 of Rule 45-503 Trades to Employees, Executives andConsultants are not available for the issue by Microcell of the Shares to Mr. O'Neill;

16. Mr. O'Neill is familiar with the business and affairs of Microcell as a result of hisbeing a shareholder since 1994;

17. the Shares to be issued to Mr. O'Neill represent approximately 0.3% of theoutstanding Class B Non-Voting Shares;

AND UPON the Commission being satisfied that to do so would not be prejudicialto the public interest;

IT IS RULED, pursuant to subsection 74(1) of the Act, that the issue of the Sharesto Martin O'Neill shall not be subject to sections 25 and 53 of the Act, provided that

A. the first trade in the Shares is made in accordance with the provisions of subsection9.1(1) of Rule 45-503 Trades to Employees, Executives and Consultants, as if theShares had been acquired pursuant to the exemption in section 3.1 of Rule 45-503Trades to Employees, Executives and Consultants; and

B. prior to the issuance of the Shares, Microcell provides to Mr. O'Neill a copy of thisruling, together with a statement that, as a consequence of this ruling, certainprotections, rights and remedies provided by the Act, including statutory rights ofrescission or damages, will not be available to Mr. O'Neill.

January 7th, 2000.

"Howard I. Wetston"      "R. Stephen Paddon"