Securities Law & Instruments


Headnote

Cash take-over bid made in Ontario - Bid made in accordance with the laws of theUnited Kingdom and The City Code on Take-overs and Mergers - De minimisexemption unavailable because Ontario holders of offeree's shares hold approximately3.1% of the class, which exceeds the 2% threshold - Bid exempted from therequirements of Part XX, subject to certain conditions

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as amended, ss. 93(1)(e), 95-100 and 104(2)(c)

Recognition Orders Cited

In the Matter of the Recognition of Certain Jurisdictions (Clauses 93(1)(e) and 93(3)(h)of Act) (1997) 20 OSCB 1035


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

AND

IN THE MATTER OF
FINALREALM LIMITED

ORDER
(Clause 104(2)(c))


UPON the application (the "Application") of Finalrealm Limited ("Finalrealm") to theOntario Securities Commission (the "Commission") for an order pursuant to clause104(2)(c) of the Act that Finalrealm be exempt from the requirements of sections 95-100of the Act in respect of the proposed offer (the "Offer") by Finalrealm to acquire all of theoutstanding ordinary shares (the "Shares") of United Biscuits (Holdings) plc ("UnitedBiscuits") in exchange for cash consideration equal to 265 pence per Share;

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

AND UPON Finalrealm having represented to the Commission as follows:

1. Finalrealm is a company incorporated under the laws of England and Wales. It isa newly incorporated company which has not traded since incorporation except forthe purposes of the Offer.

2. Finalrealm is not a reporting issuer in Ontario, nor is it a reporting issuer or theequivalent in any other province of Canada.

3. United Biscuits is a company incorporated and existing under the laws of Englandand Wales. Its issued share capital as at 11 January 2000 consisted of473,826,730 Shares.

4. The Shares are listed for trading on the London Stock Exchange.

5. United Biscuits is not a reporting issuer in Ontario, nor is it a reporting issuer or theequivalent in any other province of Canada.

6. Pursuant to the Offer, each holder of Shares (a "Shareholder") who accepts theOffer will receive 265 pence in cash for each Share tendered to the Offer.

7. The independent directors of United Biscuits have determined that the Offer's termsare fair and reasonable and accordingly, have recommended unanimously thatShareholders accept the Offer.

8. The Offer is being made in compliance with, and is not exempt from, therequirements of The City Code on Take-overs and Mergers.

9. As at 20 December 1999, there were five Shareholders whose last address asshown on the books of United Biscuits is in Ontario (collectively, the "OntarioShareholders") holding, in the aggregate, approximately 3.1% of the class.

10. The Offer is being made on the same terms and conditions to Ontario Shareholdersas it is being made to Shareholders resident in the United Kingdom.

11. Although the Commission has recognized the laws of the United Kingdom for thepurposes of clause 93(1)(e) of the Act, Finalrealm cannot rely upon the exemptionin clause 93(1)(e) from the requirements in sections 95-100 of the Act becauseOntario Shareholders hold, in the aggregate, two percent or more of theoutstanding Shares.

12. All material relating to the Offer that has been or will be sent by Finalrealm toShareholders residing in the United Kingdom concurrently: (i) has been sent or willbe sent to the Ontario Shareholders; and (ii) has been filed or will be filed with theCommission.

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

IT IS ORDERED pursuant to clause 104(2)(c) of the Act that, in connection with theOffer, Finalrealm is exempt from the requirements of sections 95-100 of the Act, providedthat:

(a) the Offer and all amendments thereto are made in compliance with The CityCode on Take-overs and Mergers; and

(b) all materials relating to the Offer and any amendments thereto that are sentby or on behalf of Finalrealm to Shareholders residing in the United Kingdomare concurrently sent to Ontario Shareholders and copies of such materialsare filed concurrently with the Commission.

January 18th, 2000.

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