Securities Law & Instruments

Headnote

Mutual Reliance Review System for Exemptive Relief Applications - relief from theregistration and prospectus requirements in respect of certain trades made inconnection with a merger involving a Canadian reporting issuer and a U.K. companywhere exemptions not available for technical reasons - reporting issuer history ofCanadian issuer considered in calculating restrictions on resale - time period controlblock held shares of Canadian issuer pre-merger considered in calculating 12month hold period for resale from control block - first trade in shares of U.K. issuershall be a distribution unless executed on a stock exchange outside of Canada.

Continuous Disclosure - reporting issuer exempted from continuous disclosure inrespect of exchangeable shares subject to certain conditions. Issuer not required toreconcile to Canadian GAAP provided issuer becomes subject to reportingrequirements of Securities Act of 1934 (United States).

Insider Reporting - reporting issuer exempted from insider reporting requirementssubject to certain conditions.

AIF and MD&A - waiver granted to Canadian reporting issuer from requirement todeliver AIF and MD&A.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c.S.5, as am., 25, 53, 72(5), 74(1), 75, 77, 78, 79,80(b)(iii), 81, 85, 86, 88(2), 107, 108, 109 and 121(2).

Regulations Cited

Regulation made under the Securities Act, R.R.O. 1990, Reg. 1015, as am.,

Applicable Ontario Rules

Rule 45-501 - Exempt Distributions.

Applicable Ontario Policy

Policy 5.10 - Annual Information Form and Management's Discussion and Analysisof Financial Condition and Results of Operations.


IN THE MATTER OF THE SECURITIES LEGISLATION OFBRITISH COLUMBIA, ALBERTA, SASKATCHEWAN, MANITOBA,ONTARIO, NEW BRUNSWICK, NOVA SCOTIA,PRINCE EDWARD ISLAND, NEWFOUNDLAND, YUKON TERRITORY,NORTHWEST TERRITORIES, AND NUNAVUT

AND

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

AND

IN THE MATTER OF
AMEC p.l.c., AGRA EXCHANGECO LIMITED AND 3040915 NOVA SCOTIA LIMITED

MRRS DECISION DOCUMENT


WHEREAS the Canadian securities regulatory authority or regulator (the"Decision Maker"), in each of British Columbia, Alberta, Saskatchewan, Manitoba,Ontario, New Brunswick, Prince Edward Island, Nova Scotia, Newfoundland, the YukonTerritory, Northwest Territories and Nunavut (collectively, the "Jurisdictions") hasreceived an application from AMEC p.l.c. ("AMEC"), AGRA Exchangeco Limited("Exchangeco") and 3040915 Nova Scotia Limited ("Callco") (collectively, the"Applicant") for a decision pursuant to the securities legislation, regulations, rulesand/or policies of the Jurisdictions (the "Legislation") that:

(i) certain trades and/or distributions of securities in connection with the proposedmerger (the "Merger") of AMEC and AGRA Inc. ("AGRA"), to be effected by wayof a plan of arrangement (the "Arrangement") under section 192 of the CanadaBusiness Corporations Act (the "CBCA") shall be exempt from the requirementscontained in the Legislation to be registered to trade in a security (the"Registration Requirements") and to file a preliminary prospectus and aprospectus and receive receipts therefor prior to distributing a security (the"Prospectus Requirements");

(ii) Exchangeco be exempt from the requirements of the Legislation to issue a pressrelease and file a report regarding material changes (the "Material ChangeReporting Requirements"), to file and deliver interim and annual financialstatements (the "Financial Statement Requirements"), and to file an informationcircular (the "Proxy Requirements") and, where applicable, to file an annualinformation form (including management's discussion and analysis of thefinancial condition and results of operation of Exchangeco, as defined below)(the "AIF Requirements"); and

(iii) the requirement contained in the Legislation for an insider of a reporting issuerto file reports disclosing the insider's direct or indirect beneficial ownership of,or control or direction over, securities of the reporting issuer (the "InsiderReporting Requirement") shall not apply to each insider of Exchangeco and itssuccessors; and

(iv) the first trades in AMEC ordinary shares and Exchangeable Shares (as definedbelow) issuable in connection with the Arrangement are not subject to theProspectus Requirements subject to certain terms and conditions.

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 the Applicant has represented to the Decision Makers that:

1. AMEC is a public company in the United Kingdom the ordinary shares andpreference shares of which are listed on the London Stock Exchange Limited(the "LSE").

2. AMEC is currently subject to the reporting requirements of the LSE and is nota reporting issuer or the equivalent thereof under the Legislation or under thesecurities legislation of the United States.

3. AMEC's authorized capital consists of 283,542,139 AMEC Ordinary Shares, 50pence par value, and 216,457,861 AMEC Preferred Shares, 50 pence par value,of which 215,630,777 AMEC Ordinary Shares and 152,231,895 AMEC PreferredShares were issued and outstanding at January 31, 2000.

4. Callco is an indirect wholly-owned subsidiary of AMEC. It was incorporatedunder the Company Act (Nova Scotia) on February 25, 2000 to hold the variouscall rights related to the Exchangeable Shares.

5. The authorized capital of Callco consists solely of common shares. Uponcompletion of the Arrangement, all of the issued and outstanding commonshares of Callco will be held directly or indirectly by AMEC.

6. Exchangeco is an indirect wholly-owned subsidiary of AMEC incorporated underthe CBCA on March 10, 2000 for the purpose of implementing the Arrangement.

 

7. The authorized share capital of Exchangeco will consist of an unlimited numberof common shares and an unlimited number of Exchangeable Shares. Uponcompletion of the Arrangement, all of the outstanding common shares will beheld by a wholly-owned subsidiary of AMEC and all of the outstandingExchangeable Shares (if any) will be held by former AGRA Shareholders whoelect to receive Exchangeable Shares in exchange for their AGRA CommonShares under the Arrangement.

8. Upon the completion of the Arrangement and in the event that ExchangeableShares are issued pursuant to the Arrangement, the Exchangeable Shares willbe listed on The Toronto Stock Exchange ("the TSE") and Exchangeco will,where applicable, become a reporting issuer or the equivalent thereof under theLegislation.

9. AGRA is a reporting issuer or the equivalent thereof, where applicable, in all ofthe provinces of Canada and its shares are listed on the TSE.

10. AGRA's authorized capital consists of an unlimited number of common shares(the "AGRA Common Shares"). As at February 15, 2000, 30,548,908 AGRACommon Shares were issued and outstanding, options to acquire (the "AGRAOptions") 1,613,148 AGRA Common Shares were granted and outstandingunder the AGRA Stock Option Plans, and rights to acquire 63,420 AGRACommon Shares under the AGRA Employee Stock Purchase Plan were grantedand outstanding.

11. On February 15, 2000, AMEC and AGRA entered into a merger agreement (the"Merger Agreement"). The Merger will be effected by way of the Arrangement,pursuant to which AMEC, through Exchangeco, will own all of the issued andoutstanding AGRA Common Shares.

12. Subject to the terms of an interim order (the "Interim Order") issued on March15, 2000 by the Superior Court of Justice (Ontario) (the "Court"), the requiredapproval of the holders of the AGRA Common Shares ("AGRA Shareholders")and holders of AGRA Options ("AGRA Optionholders") (AGRA Shareholdersand AGRA Optionholders collectively referred to as the "AGRASecurityholders") to the Arrangement will be 66 2/3% of the votes cast at ameeting (the "Meeting"); each AGRA Shareholder will be entitled to one vote foreach AGRA Common Share held and each AGRA Optionholder will be entitledto one vote for each AGRA Common Share such holder would have received ona valid exercise of such holder's AGRA Options.

 

13. In connection with the Arrangement, AGRA has sent to the AGRASecurityholders a management proxy circular (the "Circular"). The Circularcontains prospectus-level disclosure of the business and affairs of each ofAMEC and AGRA and of the particulars of the Arrangement.

 

14. Under the Arrangement, each AGRA Shareholder (other than AMEC and itsaffiliates and an AGRA Shareholder who dissents) will be entitled to elect toreceive, at its option, 3.053 Exchangeable Shares (provided that at least12,750,000 Exchangeable Shares are issuable pursuant to valid elections byAGRA Securityholders), 3.053 AMEC Ordinary Shares or Cdn.$16 cash for eachAGRA Common Share held. Those AGRA Shareholders who do not make avalid election by the time specified in the Circular will be deemed to haveelected cash. AGRA Shareholders will receive cash in lieu of any fractionalshares they would otherwise be entitled to receive.

15. Under the Arrangement, each AGRA Optionholder who exercises AGRAOptions will be entitled to elect to receive, at its option, 3.053 ExchangeableShares (provided that at least 12,750,000 Exchangeable Shares are issuablepursuant to valid elections by AGRA Securityholders), 3.053 AMEC OrdinaryShares or Cdn.$16 cash for each AGRA Common Share held. Cash will bereceived in lieu of any fractional shares they would otherwise be entitled toreceive.

16. Unexercised, outstanding AGRA Options held by directors, officers andemployees of AGRA and its affiliates, to the extent permitted under U.K. law andby the LSE, will be exchanged in the Arrangement for economically equivalentoptions to purchase that number of AMEC Ordinary Shares equal to the numberof AGRA Common Shares subject to such AGRA Options multiplied by 3.053(the "Replacement Options").

17. The Exchangeable Shares, together with the Voting and Exchange TrustAgreement (the "Voting and Exchange Trust Agreement") to be entered into byAMEC, Exchangeco and Montreal Trust Company of Canada (the "Trustee")contemporaneously with the closing of the Arrangement, the Support Agreementand the Exchangeable Share Provisions (each as defined below) will providethe holders thereof with a security of a Canadian issuer having economic andvoting rights which are, in all material respects, equivalent (without taking intoaccount tax effects) to those of an AMEC Ordinary Share. Subject toadjustments, each Exchangeable Share will be exchangeable by the holder atany time for one AMEC Ordinary Share and will be required to be exchanged onthe occurrence of certain events.

18. The provisions attaching to the Exchangeable Shares (the "Exchangeable ShareProvisions") will provide that each Exchangeable Share will entitle the holder todividends from Exchangeco payable at the same time as, and equivalent to,each dividend paid by AMEC on an AMEC Ordinary Share.

19. The Exchangeable Shares will be non-voting (except as required by theExchangeable Share Provisions or by applicable law) and will be retractable atthe option of the holder at any time. Subject to the overriding Retraction CallRight of Callco referred to below, upon retraction, the holder will be entitled toreceive from Exchangeco for each Exchangeable Share retracted an amountequal to the then current market price for an AMEC Ordinary Share, to besatisfied by the delivery of one AMEC Ordinary Share, plus an amount equal toall declared and unpaid dividends on each such Exchangeable Share held bysuch holder on any dividend record date which occurred prior to the retractiondate (such aggregate amount, the "Retraction Price"). Upon being notified byExchangeco of a proposed retraction of Exchangeable Shares, Callco will havean overriding call right (the "Retraction Call Right") to purchase from the holderall of the Exchangeable Shares that are the subject of the retraction notice fora price per share equal to the Retraction Price.

20. The Exchangeable Shares may be redeemed for AMEC Ordinary Shares on aone-for-one basis at Exchangeco's option after December 31, 2007 or earlier incertain circumstances, including when fewer than 4,250,000 ExchangeableShares are held by non-AMEC entities.

21. Subject to the overriding Redemption Call Right of Callco referred to below inthis paragraph, Exchangeco will be entitled to redeem all the ExchangeableShares then outstanding, commencing on December 31, 2007 (the "RedemptionDate"). The board of directors may accelerate the Redemption Date in certaincircumstances, as described in the Circular, including if there are fewer than4,250,000 Exchangeable Shares outstanding (other than Exchangeable Sharesheld by AMEC and its affiliates, and as such number of shares may be adjustedas deemed appropriate by the board of directors to give effect to anti-dilutionadjustments). Upon such redemption, a holder will be entitled to receive fromExchangeco, for each Exchangeable Share redeemed, an amount equal to thethen current market price of an AMEC Ordinary Share, to be satisfied by thedelivery of one AMEC Ordinary Share, plus an amount equal to all declared andunpaid dividends on each such Exchangeable Share held by such holder on anydividend record date which occurred prior to the redemption date (suchaggregate amount, the "Redemption Price"). Upon being notified byExchangeco of a proposed redemption of Exchangeable Shares, Callco willhave an overriding call right (the "Redemption Call Right") to purchase from theholders all of the outstanding Exchangeable Shares (other than AMEC or itsaffiliates) for a price per share equal to the Redemption Price.

22. Subject to the overriding Liquidation Call Right of Callco referred to below, onthe liquidation, dissolution or winding-up of Exchangeco, a holder ofExchangeable Shares will be entitled to receive from Exchangeco for eachExchangeable Share held an amount equal to the current market price of anAMEC Ordinary Share on the last business day prior to the liquidation date, tobe satisfied by the delivery of one AMEC Ordinary Share, plus an amount equalto all declared and unpaid dividends on each such Exchangeable Share held bysuch holder on any dividend record date which occurred prior to the liquidationdate (such aggregate amount, the "Liquidation Price"). Upon a proposedliquidation, dissolution or winding-up of Exchangeco, Callco will have anoverriding call right (the "Liquidation Call Right") to purchase all of theoutstanding Exchangeable Shares from the holders thereof (other than AMECor its affiliates) for a price per share equal to the Liquidation Price.

23. The AMEC Special Voting Share will be issued to and held by the Trustee forthe benefit of the holders of Exchangeable Shares outstanding from time to time(other than AMEC and its affiliates) pursuant to the Voting and Exchange TrustAgreement. The Special Voting Share will carry a number of voting rights,exercisable at any meeting of the holders of AMEC Ordinary Shares. Eachvoting right attached to the AMEC Special Voting Share must be voted by theTrustee pursuant to the instructions received from the holders of theExchangeable Shares. In the absence of any such instructions from a holder,the Trustee will not be entitled to exercise the related voting rights. Upon theexchange of an Exchangeable Share for an AMEC Ordinary Share, the holderof the Exchangeable Share becomes a holder of an AMEC Ordinary Share andthe right of such holder to exercise votes attached to the AMEC Special VotingShare (as well as the votes themselves relating to that holder) terminates.

24. Under the Voting and Exchange Trust Agreement, upon the liquidation,dissolution or winding-up of Exchangeco, AMEC will be required to purchaseeach outstanding Exchangeable Share and each holder will be required to sellall of its Exchangeable Shares (such purchase and sale obligations arehereafter referred to as the "Automatic Exchange Right"). The purchase pricefor each Exchangeable Share purchased by AMEC will be an amount equal tothe then current market price of an AMEC Ordinary Share, to be satisfied by thedelivery to the Trustee, on behalf of the holder, of one AMEC Ordinary Share,together with, on the designated payment date therefor and to the extent notalready paid by Exchangeco, all declared and unpaid dividends on each suchExchangeable Share.

25. Under the Voting and Exchange Trust Agreement, upon the liquidation,dissolution or winding-up of AMEC, AMEC will be required to purchase eachoutstanding Exchangeable Share and each holder will be required to sell all ofits Exchangeable Shares (such purchase and sale obligations are hereafterreferred to as the "Automatic Exchange Rights on Liquidation"), for a purchaseprice per share equal to the then current market price of an AMEC OrdinaryShare, to be satisfied by the delivery to the Trustee, on behalf of the holder, ofone AMEC Ordinary Share, together with, on the designated payment datetherefor and to the extent not already paid by Exchangeco, all declared andunpaid dividends on each such Exchangeable Share.

26. Contemporaneously with the closing of the Arrangement, AMEC, Exchangecoand Callco will enter into a support agreement (the "Support Agreement") whichwill restrict AMEC from declaring or paying dividends on the AMEC OrdinaryShares unless equivalent dividends are declared and paid on the ExchangeableShares. In addition, pursuant to the Support Agreement, AMEC may not makeany changes to the AMEC Ordinary Shares (e.g., subdivision, consolidation orreclassification) unless the same or economically equivalent changes aresimultaneously made to, or in the rights of the holders of, the ExchangeableShares are made.

27. The steps under the Arrangement and the attributes of the ExchangeableShares, including the issuance of the Exchangeable Shares and the AMECOrdinary Shares issuable under the Arrangement, and the issuance of AMECOrdinary Shares upon the exchange of the Exchangeable Shares and uponexercise of the Replacement Options, involve or may involve a number of tradesor possible trades (the "Trades").

28. The fundamental investment decision to be made by an AGRA Shareholder ismade at the time of the Arrangement, when such holder votes in respect of theArrangement. As a result of this decision, a holder (other than a holder whoexercises its right of dissent) receives Exchangeable Shares (if the minimumnumber of Exchangeable Shares are to be issued pursuant to valid elections),AMEC Ordinary Shares or cash in exchange for its AGRA Common Shares. Asthe Exchangeable Shares will provide certain Canadian tax benefits to certainCanadian holders but will otherwise be the economic and voting equivalent inall material respects of the AMEC Ordinary Shares, all subsequent exchangesof Exchangeable Shares are in furtherance of the holder's initial investmentdecision to acquire AMEC Ordinary Shares on the Arrangement. As mentionedabove, that investment decision will be made on the basis of the Circular, whichwill contain prospectus-level disclosure of the business and affairs of each ofAMEC and AGRA and of the particulars of the Arrangement.

29. As a result of the economic and voting equivalency in all material respectsbetween the Exchangeable Shares and the AMEC Ordinary Shares, holders ofExchangeable Shares will, in effect, have an equity interest in AMEC, ratherthan Exchangeco, as dividend and dissolution entitlements will be determinedby reference to the financial performance and condition of AMEC, notExchangeco. Accordingly, it is the information relating to AMEC notExchangeco, that will be relevant to holders of both the AMEC Ordinary Sharesand the Exchangeable Shares.

30. AMEC will send concurrently to all holders of Exchangeable Shares and AMECOrdinary Shares resident in Canada all disclosure material furnished to holdersof AMEC Ordinary Shares resident in the United Kingdom, including, withoutlimitation, copies of its annual financial statements, semi-annual financialstatements and all proxy solicitation materials.

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 Maker with the jurisdiction to make theDecision has been met;

THE DECISION of the Decision Makers pursuant to the Legislation is:

1. the Prospectus Requirements and the Registration Requirements shall not applyto any of the Trades made in connection with or pursuant to the Arrangement,the Voting and Exchange Trust Agreement and the Support Agreement;

2. the first trade in Exchangeable Shares acquired under the Arrangement shall bea distribution under the Legislation of the Jurisdiction in which the trade takesplace (the "Applicable Legislation"), other than a trade that is otherwiseexempt under the Applicable Legislation, provided such Applicable Legislationcontains resale restrictions, from the Registration Requirements and ProspectusRequirements, unless such first trade is made in the following circumstances:

(i) Exchangeco is a reporting issuer or the equivalent under the ApplicableLegislation or where the Applicable Legislation does not recognize thestatus of a reporting issuer, the requirements described in paragraph 4below are met;

(ii) if the seller is in a "special relationship" with or is an "insider" ofExchangeco (each as defined in the Applicable Legislation) the sellerhas reasonable grounds to believe that Exchangeco is not in default ofany requirement of the Applicable Legislation;

(iii) no unusual effort is made to prepare the market or to create a demandfor the Exchangeable Shares, and no extraordinary commission orconsideration is paid in respect of such first trade;

(iv) disclosure of the exempt trade is made to the Decision Maker(s) (theDecision Makers hereby confirming that the filing of the Circular with theDecision Makers at the time of mailing the Circular to holders of AGRACommon Shares constitutes disclosure to the Decision Makers of theexempt trade);

(v) such first trade is not made from the holdings of any person, company orcombination of persons or companies holding a sufficient number of anysecurities of AMEC to affect materially the control of AMEC (any holdingof any person, company or combination of persons or companies holdingmore than 20% of the outstanding voting securities of Exchangeco orAMEC shall, in the absence of evidence to the contrary, be deemed toaffect materially the control of AMEC) unless such first trade is made inthe following circumstances:

 

(A) Exchangeco is a reporting issuer or the equivalent under theApplicable Legislation or where the Applicable Legislation doesnot recognize the status of reporting issuer the requirementsdescribed in paragraph 4 below are met and is not in default ofany requirement of the Applicable Legislation;

(B) the seller files with the applicable Decision Maker(s) and anyother stock exchange recognized by such Decision Maker(s) forthis purpose on which the Exchangeable Shares are listed at leastseven days and not more than fourteen days prior to such firsttrade;

(I) a notice of intention to sell in the form prescribed by theApplicable Legislation for control block distributions (the"Control Block Rules") disclosing particulars of the controlposition known to the seller, the number of ExchangeableShares to be sold and the method of distribution; and

(II) a declaration signed by the seller as at a date not morethan twenty-four hours prior to its filing and prepared andexecuted in accordance with the Control Block Rules andcertified as follows:

"the seller for whose account the securities to which thiscertificate relates are to be sold hereby represents that theseller has no knowledge of any material change which hasoccurred in the affairs of the issuer of the securities whichhas not been generally disclosed and reported to the[name of securities regulatory authority in theJurisdiction where the trade takes place], nor has theseller any knowledge of any other material adverseinformation in regard to the current and prospectiveoperations of the issuer which have not been generallydisclosed";

provided that the notice required to be filed under section2(v)(B)(I) and the declaration required to be filed under thesection 2(v)(B)(II) shall be renewed and filed at the end ofsixty days after the original date of filing and thereafter atthe end of each twenty-eight day period so long as any ofthe Exchangeable Shares specified under the originalnotice have not been sold or until notice has been filed thatthe Exchangeable Shares so specified or any part thereofare no longer for sale:

 

(C) the seller files with the applicable Decision Maker(s) withinthree days after the completion of any such first trade, areport of the trade in the form prescribed by the ApplicableLegislation;

 

(D) no unusual effort is made to prepare the market or tocreate a demand for the Exchangeable Shares and noextraordinary commission or other consideration is paid inrespect of such first trade; and

 

(E) the seller (or affiliated entity) has held the ExchangeableShares and/or the AGRA Common Shares, in theaggregate, for a period of at least one year provided that if:

(i) the Applicable Legislation provides that, upon aseller to whom the Control Block Rules apply,acquiring additional securities of a class pursuant tocertain prescribed exemptions from prospectusrequirements under such legislation, all securities ofsuch class are subject to a hold period commencingthe date the last security of the class was acquiredunder such prescribed exemptions; and

(ii) the seller acquires Exchangeable Shares pursuantto any such prescribed exemptions;

all Exchangeable Shares held by the seller will be subjectto a one year hold commencing on the date any suchsubsequent Exchangeable Shares are acquired;

3. the first trade in AMEC Ordinary Shares acquired under the Arrangement(including upon the exchange of exchangeable shares or upon the exercise ofoptions to acquire AMEC Ordinary Shares) shall be a distribution under theLegislation unless such trade is executed through the facilities of a stockexchange or market outside of Canada;

4. that the Material Change Reporting Requirements, Financial ReportingRequirements and Proxy Requirements shall not apply to Exchangeco and theInsider Reporting Requirements shall not apply to Exchangeco or any insiderof Exchangeco who is not otherwise an insider of AMEC, provided that;

(a) AMEC sends to all holders of Exchangeable Shares resident in Canada,contemporaneously, all disclosure material furnished to holders of AMECOrdinary Shares resident in the United Kingdom, including withoutlimitation, copies of its annual financial statements, semi-annual financialstatements and all proxy solicitation materials;

(b) AMEC files with each Decision Maker copies of all documents requiredto be filed by it with the LSE;

(c) AMEC provides, with any financial statements sent to holders ofExchangeable Shares, a reconciliation to U.S. GAAP, such reconciliationto be audited with respect to annual financial statements, and a narrativereconciliation of significant issues to Canadian GAAP;

(d) AMEC complies with the requirements of the LSE in respect of makingpublic disclosure of material information on a timely basis and forthwithissues in Canada and files with the Decision Makers any press releasethat discloses a material change in AMEC's affairs; provided thatExchangeco complies with the Material Change Reporting Requirementsin respect of material changes in the affairs of Exchangeco that would bematerial to holders of Exchangeable Shares but would not be material toholders of AMEC Ordinary Shares;

(e) AMEC includes in all future mailings of proxy solicitation materials toholders of Exchangeable Shares a clear and concise statementexplaining the reason for the mailed material being solely in relation toAMEC and not in relation to Exchangeco, such statement to include areference to the economic equivalency between the ExchangeableShares and the AMEC Ordinary Shares and the right to direct voting atAMEC's Shareholders' meetings pursuant to the Voting and ExchangeTrust Agreement;

(f) AMEC remains the direct or indirect beneficial owner of all the issuedand outstanding common shares of Exchangeco; and

(g) except for securities issued to AMEC or to wholly-owned Subsidiaries ofAMEC, Exchangeco does not issue any securities to the public other thanthe Exchangeable Shares;

 

provided that, the proviso contained in subparagraph 4(c) above shall bedeleted and replaced with subparagraph 4(h) below as of January 1, 2003 inthe event that AMEC has not become subject to the reporting requirements ofthe Securities Exchange Act of 1934 (United States) by December 31, 2002:

(h) AMEC provides, with any financial statements sent to holders ofExchangeable Shares, a reconciliation to Canadian GAAP, suchreconciliation to be audited with respect to annual financial statements;and

5. that the requirements to file or deliver to holders of Exchangeable Sharesquarterly (interim) financial statements shall not apply to Exchangeco or AMEC.

DATED on April 18th, 2000.

"Howard I. Wetston"     "Robert W. Korthals"

THE FURTHER DECISION of the Decision Makers in Ontario andSaskatchewan is that:

Provided that the conditions set out in paragraph 4 of this Decision have beencomplied with, staff of the Decision Makers in Ontario and Saskatchewan will notinitiate any regulatory action by reason of Exchangeco not complying with the AIFRequirements.

April 18th, 2000.

"Iva Vranic"