Securities Law & Instruments

IN THE MATTER OF THE SECURITIES LEGISLATIONOF
THE PROVINCES OF BRITISH COLUMBIA, ALBERTA, ONTARIO,
QUÉBEC, NOVA SCOTIA,NEWFOUNDLAND AND PRINCE EDWARD ISLAND


AND

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

AND
IN THE MATTER OF
NATIONAL BANK FINANCIAL INC., SCOTIA CAPITAL INC.,TD SECURITIES INC. AND TVA GROUP INC.

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatory authority or regulator (a "Decision Maker") in each ofthe Provinces of British Columbia, Alberta, Ontario, Québec, Nova Scotia, Newfoundland andPrince Edward Island (the "Jurisdictions") has received an application from National Bank Financial Inc.,Scotia Capital Inc. and TD Securities Inc. (collectively the "Filer") for a decision under the securitieslegislation of the Jurisdictions (the "Legislation") that the requirement contained in the Legislationregarding acting as an underwriter in connection with a distribution of securities of a connected partyor the equivalent shall not apply to National Bank Financial Inc., Scotia Capital Inc. and TD SecuritiesInc. with respect to the proposed offering of subscription receipts by TVA Group Inc.

AND WHEREAS under the Mutual Reliance Review System for Exemptive Relief Applications (the"System"), the Commission des valeurs mobilières du Québec is the principal regulator for thisapplication;

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

1. TVA Group Inc. (the "Issuer") was incorporated pursuant to the Companies Act (Québec) onMarch 29, 1960. The Issuer's head office is located at 1600 de Maisonneuve Blvd. East,Montreal, Québec H2L 4P2.

2. The Issuer is a reporting issuer in all provinces of Canada. The Issuer's outstanding Class Bnon-voting Shares are listed on The Toronto Stock Exchange.

3. The Issuer had, as of April 5, 2000, a market capitalization of approximately $900,000,000. Itsdebt is not rated by rating agencies. The Issuer is not in financial difficulty.

4. The Issuer will enter into an Underwriting Agreement (the "Underwriting Agreement") with NBFI,Scotia Capital Inc. and TD Securities Inc., as well as other firms (collectively the "Underwriters")with respect to the Offering.

5. The Issuer will file a preliminary short form prospectus (the "Preliminary Prospectus") with theCommission on or about April 14, 2000 and with the securities regulatory authorities in each ofthe other provinces of Canada in order to qualify the Offering in those provinces. The Offeringconsists of Subscription Receipts entitling their holders to Class B Shares of the Issuer uponsatisfaction of certain conditions contained in a Subscription Receipts Agreement.

6. The Filer would hold a maximum aggregate participation of 70% in the syndicate with the otherUnderwriters holding a minimum aggregate participation of 30% with no other Underwriter holdingat least 20%.

7. The Issuer has a $90 million credit facility ("Credit A"), of which $69 million was outstanding asof February 28, 2000, with a banking syndicate consisting of three financial institutions, includingthe Canadian chartered banks (the "Banks") with which NBFI, Scotia Capital Inc. and TDSecurities Inc. are affiliated. In addition, the Issuer has obtained a bridge financing in anticipationof the Offer ("Credit B"). The Offering was to be conducted in order to avoid drawing on CreditB with the National Bank of Canada. Due to market uncertainty, the Offering based on therevised timetable, is expected to be completed after the date on which the Issuer will take up andpay for the shares under the Offer. Thus, the Issuer will draw the required amount from CreditB. Such Credit B shall be paid back less than two (2) weeks later, after the closing of theOffering. Nevertheless, if at all possible, the Issuer will avoid drawing on Credit B.

8. The Issuer is a "connected party" or the equivalent to the Filer pursuant to the Legislation.Furthermore, the Underwriters will not comply with the proportional requirements of the Multi-Jurisdictional Instrument 33-105.

9. The nature of the relationship among the Issuer and the Applicants and the Banks will bedescribed in the Preliminary Prospectus and will be described in the final short form prospectusrelating to the Offering (the "Prospectus").

10. The Prospectus will contain a certificate signed by each underwriter in accordance with Item 20of Appendix B of National Policy 47.

11. The net proceeds of the Offering will be used to pay the purchase price of the Motion InternationalInc. acquisition to be made by the Issuer. The proceeds will be used to pay down credit line Bwith National Bank if necessary.

12. The Issuer is not a "related party" or the equivalent of any of the Underwriters for the purposesof the Multi-Jurisdictional Instrument 33-105. However, by virtue of the credit facilities describedabove and the portion of indebtedness owed thereunder to each of the Banks, the Issuer may,in connection with the Offering be a "connected party" or the equivalent of the Applicants for thepurposes of the Multi-Jurisdictional Instrument 33-105.

13. The decision to proceed with the Offering, including the determination of the terms of distribution,will be made through negotiation between the Issuer and the Underwriters without involvementof the Banks. The Underwriters will participate as a group in such negotiations and in the duediligence process.

14. The Underwriters will not receive any benefit from the Offering other than payment of their fees.

15. The Issuer is not in financial difficulty and is not under any immediate financial pressure toundertake the Offering. The Issuer is not a "specified party" as defined in the proposed Multi-Jurisdictional Instrument 33-105.

AND WHEREAS under the System, this MRRS Decision Document evidences the decision ofeach Decision Maker (collectively, the "Decision");

AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislationthat provides the Decision Maker with the jurisdiction to make the Decision has been met;

THE DECISION of the Decision Makers under the Legislation is that the Filer is exempt from therequirements of applicable regulations in relation with the requirements contained in the Legislationregarding acting as an underwriter in connection with a distribution of securities of a connected partyin respect of the Offering with the following conditions:

1. The Issuer shall disclose in its prospectus the information required by Appendix C of the Multi-Jurisdictional Instrument 33-105.

2. The prospectus shall describe the relation between the Issuer and the Underwriters. Theinformation shall appear in bold text on the face page and in the body of the prospectus

May 5th, 2000.

"Jean Lorrain"
Director of the Conformity and Application