Securities Law & Instruments


Mutual Reliance Review System for Exemptive Relief Applications - Dutch auction issuerbid - With respect to securities tendered at or below the clearing price, offer providing forfull take-up of and payment for shares tendered by odd lot holders, as well as additionalpurchases from certain shareholders in order to prevent the creation of odd lots orpotential odd lots - Offeror exempt from the requirement in the Legislation to take up andpay for securities proportionately according to the number of securities deposited by eachsecurityholder and the associated disclosure requirement - Offeror also exempt from therequirement to disclose the exact number of shares it intends to purchase - Offeror alsoexempt from the valuation requirement on the basis that there is a liquid market for thesecurities

Applicable Ontario Statutes

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 95(7), 104(2)(c)

Applicable Ontario Regulations

Regulation made under the Securities Act, R.R.O. 1990, Reg. 1015, as am., clause 189(b),items 2 and 7 of Form 33








WHEREAS the Canadian securities regulatory authority or regulator (the "DecisionMaker") in each of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec,Nova Scotia and Newfoundland (collectively, the "Jurisdictions") has received anapplication (the "Application") from Gentra Inc. ("Gentra") for a decision pursuant to thesecurities legislation of the Jurisdictions (the "Legislation") that, in connection with theproposed purchase by Gentra of a portion of its outstanding common shares (the"Common Shares") pursuant to an issuer bid (the "Offer"), Gentra be exempt from therequirements in the Legislation to:

(i) take up and pay for securities proportionately according to the number ofsecurities deposited by each securityholder (the "Proportionate Take-up andPayment Requirement");

(ii) provide disclosure in the issuer bid circular (the "Circular") of suchproportionate take-up and payment (the "Associated DisclosureRequirement");

(iii) state the number of securities sought under the Offer (the "Number ofSecurities Requirement"); and

(iv) obtain a valuation of the Common Shares and provide disclosure in theCircular of such valuation, or a summary thereof, and of prior valuations (the"Valuation Requirement").

AND WHEREAS pursuant to the Mutual Reliance Review System for ExemptiveRelief Applications (the "System"), the Ontario Securities Commission is the principalregulator for the Application;

AND WHEREAS Gentra has represented to the Decision Makers as follows:

1. Gentra is a reporting issuer or the equivalent in each of the Jurisdictions and is notin default of any requirement of the Legislation.

2. Gentra's authorized capital consists of 300,000 senior preferred shares, anunlimited number of priority preferred shares, an unlimited number of preferredshares issuable in series, an unlimited number of Common Shares and an unlimitednumber of non-voting equity shares (the "Non-Voting Equity Shares"). As ofJanuary 14, 1999, Gentra's issued and outstanding share capital included, interalia, 31,250,292 Common Shares and 2,391,298 Non-Voting Equity Shares.

3. The Common Shares are listed and posted for trading on The Toronto StockExchange (the "TSE"). On December 23, 1999, the last full trading day prior to theannouncement of the Offer, the closing price of the Common Shares on the TSEwas $12.40 per Common Share. Based upon such closing price, the CommonShares had an aggregate market value of approximately $387,256,303 as at thatdate.

4. Pursuant to the Offer, Gentra proposes to acquire approximately 4,000,000Common Shares, representing approximately 13% of the outstanding CommonShares, in accordance with the following modified Dutch auction procedure (the"Procedure"), as disclosed in the Circular sent by Gentra to each holder of CommonShares (collectively, the "Shareholders"):

(a) The Circular specifies that the aggregate number of Common Shares thatGentra intends to purchase under the Offer is 4,000,000 (the "SpecifiedNumber"), excluding any Common Shares that Gentra intends to purchasein accordance with the procedures described in subparagraph 4(j) below.

(b) The Circular also specifies the range of prices (the "Range") within whichGentra is prepared to purchase Common Shares under the Offer.

(c) Shareholders wishing to tender to the Offer will be able to specify the lowestprice within the Range at which they are willing to sell their Common Shares(an "Auction Tender").

(d) Shareholders wishing to tender to the Offer but who do not wish to make anAuction Tender may elect to be deemed to have tendered at the ClearingPrice determined in accordance with subparagraph 4(e) below (a "PurchasePrice Tender").

(e) The purchase price (the "Clearing Price") of the Common Shares tenderedto the Offer will be the lowest price that will enable Gentra to purchase theSpecified Number and will be determined based upon the number ofCommon Shares tendered pursuant to an Auction Tender at each pricewithin the Range and tendered pursuant to a Purchase Price Tender, witheach Purchase Price Tender being considered a tender at the lowest pricein the Range for the purpose of calculating the Clearing Price.

(f) All Common Shares tendered at prices above the Clearing Price will bereturned to the appropriate Shareholders.

(g) All Common Shares tendered by Shareholders who specify a tender pricefor such tendered Common Shares that falls outside the Range will beconsidered to have been improperly tendered, will be excluded from thedetermination of the Clearing Price, will not be purchased by Gentra and willbe returned to the tendering Shareholders.

(h) All Common Shares tendered by Shareholders who fail to specify any tenderprice for such tendered Common Shares and fail to indicate that they havetendered their Common Shares pursuant to a Purchase Price Tender will beconsidered to have been tendered pursuant to a Purchase Price Tender.

(i) All Common Shares tendered at or below the Clearing Price pursuant to anAuction Tender and all Common Shares tendered pursuant to a PurchasePrice Tender will be taken up and paid for at the Clearing Price, subject toproration if the aggregate number of Common Shares tendered at or belowthe Clearing Price pursuant to Auction Tenders and the number of CommonShares tendered pursuant to Purchase Price Tenders exceeds the SpecifiedNumber (an "Over-Subscription").

(j) If an Over-Subscription occurs and in order to avoid the creation of "odd lots"as a result of proration, the number of Common Shares to be purchasedfrom each Shareholder who tenders Common Shares at or below theClearing Price will be rounded up so that, in addition to the SpecifiedNumber, Gentra will purchase an additional number of Common Shares fromsuch tendering Shareholder equal to the lesser of: (i) the difference betweenthe number of Common Shares to be purchased from such depositingShareholder as a result of proration and the next highest whole multiple of100 Common Shares properly tendered by such Shareholder to the Offer;and (ii) the balance of the Common Shares properly tendered to the Offer bysuch Shareholder, with multiple tenders by the same Shareholder beingaggregated for this purpose. In addition, if, as a result of proration and aftergiving effect to (i) the purchase of 4,000,000 Common Shares by Gentra and(ii) the purchases described in the preceding sentence, a depositingShareholder were to hold fewer than 100 Common Shares (includingCommon Shares held by the Shareholder under separate certificates or indifferent accounts, any Common Shares not tendered to the Offer and anyCommon Shares tendered by the Shareholder pursuant to separate AuctionTenders or Purchase Price Tenders and retained by the Shareholder as aresult of proration), Gentra will purchase all such Common Shares at theClearing Price, provided that all such Common Shares are properlydeposited to the Offer.

(k) The aggregate amount that Gentra will expend pursuant to the Offer will notbe ascertained until the Clearing Price and the number of Common Shares,if any, to be purchased in addition to the Specified Number pursuant to theprocedure described in subparagraph 4(j) is determined.

5. Prior to the Offer's expiry, all information regarding the number of Common Sharestendered and the prices at which such Common Shares are tendered will be keptconfidential, and the depository will be directed by Gentra to maintain suchconfidentiality until the Clearing Price is determined.

6. Brookfield Properties Corporation ("Brookfield"), which owns 14,808,755 CommonShares representing approximately 47% of the outstanding Common Shares and2,391,298 Non-Voting Equity Shares of Gentra, does not intend to tender anyCommon Shares to the Offer. Brookfield has entered into an agreement withGentra pursuant to which Brookfield has agreed to convert sufficient CommonShares into Non-Voting Equity Shares of Gentra following the Offer so that itsvoting interest in Gentra will not exceed 50%.

7. Since the Offer is for fewer than all the Common Shares, if an Over-Subscriptionoccurs, the Legislation would require Gentra to take up and pay for depositedCommon Shares proportionately, according to the number of Common Sharesdeposited by each Shareholder. In addition, the Legislation would requiredisclosure in the Circular that Gentra would, if Common Shares tendered to theOffer exceeded the Specified Number, take up such Common Sharesproportionately according to the number of Common Shares tendered by eachShareholder.

8. Gentra has received an opinion (the "Liquidity Opinion") from HSBC Securities(Canada) Inc., an independent registered dealer, that there is a liquid market in theCommon Shares for minority Shareholders before the making of the Offer and,following the Offer, minority Shareholders who decline the Offer will have availablea market that is not materially less liquid than the market that existed prior to themaking of the Offer.

9. The TSE, which is the principal Canadian stock exchange on which the CommonShares are listed and traded, has stated that it concurs with the Liquidity Opinion.

10. The Circular:

(a) discloses the mechanics for the take-up of and payment for, or the return of,Common Shares as described in paragraph 4 above;

(b) explains that, by tendering Common Shares at the lowest price in the Range,a Shareholder can reasonably expect that the Common Shares so tenderedwill be purchased at the Clearing Price, subject to proration as described inparagraph 4 above;

(c) discloses that Brookfield does not intend to tender any Common Shares tothe Offer and that Brookfield has agreed with Gentra that, following theOffer, Brookfield will convert sufficient Common Shares to Non-VotingShares of Gentra so that its voting interest in Gentra will not exceed 50%;and

(d) includes the Liquidity Opinion and discloses that the TSE concurs with theLiquidity Opinion.

AND WHEREAS pursuant to the System this MRRS Decision Document evidencesthe decision of each of the Decision Makers (collectively, the "Decision");

AND WHEREAS each of the Decision Makers is satisfied that the test contained inthe Legislation that provides the Decision Maker with the jurisdiction to make the Decisionhas been met;

THE DECISION of the Decision Makers in the Jurisdictions pursuant to theLegislation is that, in connection with the Offer, Gentra is exempt from the ProportionateTake-up and Payment Requirement, the Associated Disclosure Requirement, the Numberof Securities Requirement and the Valuation Requirement, provided that Common Sharestendered to the Offer are taken up and paid for, or returned to the Shareholders, inaccordance with the Procedure.

February 1st, 2000.

"Howard I. Wetston"     "Robert W. Davis"