Securities Law & Instruments

Headnote

Mutual Reliance Review System for Exemptive Relief Applications - Issuer deemed tohave ceased to be a reporting issuer - small number of securityholders remaining asmanagement share participation plan wound up after going private transaction

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c.S.5, as am., s. 83


IN THE MATTER OF THE SECURITIES LEGISLATION OF BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN, ONTARIO, QUÉBEC, NOVA SCOTIA AND NEWFOUNDLAND

AND

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

AND

IN THE MATTER OF
ROYAL LEPAGE LIMITED

MRRS DECISION DOCUMENT


WHEREAS the Canadian securities regulatory authority or regulator (the "DecisionMaker") in each of the Provinces of British Columbia, Alberta, Saskatchewan, Ontario,Québec, Nova Scotia and Newfoundland (the "Jurisdictions") has received an applicationfrom Royal LePage Limited ("Royal LePage") for a decision pursuant to the securitieslegislation of each of the Jurisdictions (the "Legislation") that Royal LePage cease to bea reporting issuer or equivalent thereof under the Legislation;

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

AND WHEREAS Royal LePage has represented to the Decision Maker that:

1. Royal LePage is a reporting issuer, or the equivalent thereof, under the Legislationand has its head office in the City of Toronto in the Province of Ontario.

2. Pursuant to a going private transaction (the "Transaction"), Royal LePageamalgamated with 1343085 Ontario Limited, a subsidiary of Trilon FinancialCorporation ("Trilon"). Pursuant to the amalgamation, holders of common sharesof Royal LePage (other than Trilon and its affiliates and the trustee for RoyalLePage's management share purchase plan ["MSPP"]) received one Class Aredeemable preferred share of the amalgamated corporation. Each Class Aredeemable preferred share of the amalgamated corporation was redeemed on May4, 1999 for $4.75 cash and one-half of a warrant entitling the holder to purchaseClass A shares of Trilon.

3. The Transaction was approved by the shareholders of Royal LePage at a specialand annual meeting of shareholders of Royal LePage on April 30, 1999 and allrequisite regulatory approvals were obtained in respect of the Transaction.

4. All the issued and outstanding securities of Royal LePage are held by Trilon, itsaffiliates and the trustee under the MSPP. Royal LePage has terminated theparticipation of all but two of the participants in the MSPP. Each of theseparticipants holds a de minimis number of shares of Royal LePage.

5. Prior to the Transaction, the Royal LePage common shares were listed on TheToronto Stock Exchange ("TSE"), The Montreal Exchange ("ME") and TheVancouver Stock Exchange ("VSE"). The Royal LePage common shares weredelisted from the TSE, the ME and the VSE on May 4, 1999.

6. The Articles of Amalgamation of Royal LePage contain private company restrictionson the issue, transfer and ownership of shares.

AND WHEREAS pursuant to the System this MRRS Decision Document evidencesthe decision of each Decision Maker (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 pursuant to the Legislation is that RoyalLePage is hereby declared to no longer be a reporting issuer or the equivalent thereofunder the Legislation.

April 14th, 2000.

"Iva Vranic"