Securities Law & Instruments


Headnote

MRRS - prospectus and registration relief for trades under an employee share planwhere some employees are no longer technically employees of an affiliated entity - firsttrade restrictions imposed.

Applicable Ontario Statutes

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

Applicable Rules

Ontario Securities Commission Rule 45-503 - Trades to Employees, Executives andConsultants.

IN THE MATTER OF
THE SECURITIES LEGISLATION OF BRITISH COLUMBIA, ONTARIO AND QUÉBEC

AND

IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF
SITA GROUP EMPLOYEE TRUST

NATIONAL DECISION DOCUMENT

WHEREAS the Canadian securities regulatory authority or regulator (the"Decision Maker") in each of British Columbia, Ontario and Québec (the "Jurisdictions")has received an application from the SITA Group Employee Trust (the "Trust") for adecision pursuant to the securities legislation of the Jurisdictions (the "Legislation") thatthe requirements contained in the Legislation to be registered to trade in a security andto file a preliminary prospectus and a prospectus and receive receipts therefor (the"Registration and Prospectus Requirements") shall not apply to the distribution ofdepositary certificates (the "Certificates") issued by The SITA Foundation (the"Foundation") and the eventual distribution of Class A shares of EQUANT NV uponconversion of the Certificates, pursuant to the SITA Group Deferred Share Award Plan(the "Plan");

AND WHEREAS pursuant to the Mutual Reliance Review System for ExemptiveRelief Applications (the "System"), the Commission des valeurs mobilières du Québecis the Principal Regulator for this application;

AND WHEREAS the Trust has represented to the Decision Makers that:

1. SITA SC is a non-profit cooperative governed by the laws of Belgium which wasconstituted in 1949 by the main air transportation companies in the world toprovide data transmission and communication services to the airlines industry.

2. In March 1995, SITA SC constituted SITA Telecommunications Holdings NV,now known as EQUANT NV ("EQUANT"), a corporation governed by the laws ofthe Netherlands.

3. In 1995 and within the framework of a reorganization of SITA SC and EQUANT,SITA SC transferred to the Foundation the Class A shares (the "EQUANTShares") which it held in the share capital of EQUANT, 85.83% of such shares tobe held by the Foundation for the account of air transportation companies and14.16% of such shares to be held by the Trust for the account of participants inthe Plan.

4. The Foundation issued Certificates which SITA transferred to the air transportation companies and the Trust. The Certificates confer to their holders theeconomic rights to the EQUANT Shares but not the voting rights which remainwith, and are exercised by, the Foundation.

5. The Trust is governed by English law.

6. The EQUANT Shares have been listed on the New York Stock Exchange andthe Bourse de Paris since July 21, 1998.

7. None of SITA SC, EQUANT, the Foundation or the Trust is a reporting issuer inQuébec, British Columbia or Ontario.

8. The Plan provides for the granting of ordinary awards to which all participantsare eligible and discretionary awards at the sole discretion of the trustees of theTrust. No consideration is paid for the awards.

9. An award is a conditional allocation of Certificates, which are distributed to theparticipants upon vesting of the awards. Such vesting may not occur later thanthe latest of:

9.1 the receipt of all regulatory approval for the distribution of the Certificates;

9.2 the third anniversary of the eligibility date for the granting of the awards;and

9.3 the date on which the Certificates become transferable or are, at the solediscretion of the Foundation, converted into EQUANT Shares.

10. The Certificates represent the economic rights to the EQUANT Shares, on thebasis of one Certificate for each EQUANT Share. No consideration is paideither for the Certificates or the EQUANT Shares. Prior to the vesting of theawards, all dividends declared on the EQUANT Shares which are the object ofsuch Certificates are held by the Trustees and are paid to the participants uponvesting. The Certificates do not carry the right to vote.

11. The Canadian participants in the Plan are employees of SITA SC, Canadianbranch ("SITA") or, as the case may be, EQUANT Integration Services Inc.,Canadian branch ("EIS"). EIS is a wholly owned US subsidiary of EQUANT andSITA is the former parent corporation (100%) of EQUANT.

12. In Québec, an aggregate of 201,063 Certificates have been conditionallyallocated pursuant to awards made to approximately 160 participants. In BritishColumbia, an aggregate of 3,731 Certificates have been conditionally allocatedpursuant to awards made to a total of eight participants. In Ontario, anaggregate of 10,244 Certificates have been conditionally allocated pursuant toawards made to a total of 11 participants.

13. The distribution of securities by an issuer to its employees is generally exemptfrom the prospectus and registration requirements under application securitieslegislation of all provinces of Canada.

14. Participants receive a summary of the Plan, in both the French and Englishlanguages, by way of a guide outlining the principal terms and conditions of thePlan.

15. The participants do not make any cash investment nor do they make anyinvestment decision since no consideration is payable for the issuance of theCertificates or the EQUANT Shares. Therefore, no risk factors pertain to theacquisition of such securities which would require the level of disclosureprovided for in a prospectus.

16. The participants will not be induced to participate in a trade of a Certificate or anEQUANT Share by expectation of their employment or continued employment bySITA SC, EQUANT or an affiliated entity of either SITA SC or EQUANT.

AND WHEREAS pursuant to the System this MRRS Decision Documentevidences the decision of each Decision Maker (collectively the "Decision");

AND WHEREAS each of the Decision Makers is satisfied that the test containedin the Legislation that provides the Decision Makers with the jurisdiction to make thedecision has been met;

THE DECISION of the Decision Makers pursuant to the Legislation is that theRegistration and Prospectus Requirements shall not apply to the distribution ofCertificates by the Trust and eventual distribution of EQUANT Shares upon conversionof the Certificates to participants in the Plan, provided that the first trade in theCertificates and the EQUANT Shares by the individual participants or by the Trust orthe Foundation on behalf of the participants shall be subject to the ProspectusRequirement unless such first trade is effected through the facilities of a stockexchange outside Canada and such first trade is made in accordance with the rules ofthe stock exchange upon which the trade is made and such first trade is not knowinglymade, in whole or in part, to any person or company who is, or who is acting on behalfof, a resident of Canada.

DATED at Montréal, Québec, this 10th day of January, 2000.

"Johanne Duchesne"
Director of Capital Markets