Mutual Reliance Review System for Exemptive Relief Applications - Take-over bid forAustralian corporation that is not a reporting issuer in Canada - bid made incompliance with applicable Australian laws - only seven registered Canadian targetshareholders holding less than 0.004% of the outstanding target shares - offerorexempted from take-over bid requirements, subject to conditions.
Applicable Ontario Statutes
Securities Act, R.S.O. 1990, c. S.5, as am., ss. 95, 96, 97, 98, 100 and 104(2)(c).
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
DE BEERS AUSTRALIA HOLDINGS PTY. LTD.
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatory authority or regulator (the "DecisionMaker") in each of the Provinces of British Columbia, Saskatchewan, Manitoba, andOntario (the "Jurisdictions") has received an application (the "Application") from De BeersAustralia Holdings Pty. Ltd. (the "Applicant") for a decision pursuant to the securitieslegislation of the Jurisdictions (the "Legislation") that the requirements under theLegislation applicable to take-over bid bids (the "Take-Over Bid Requirements") shall notapply to the Applicant's proposed cash take-over bid ("the "Offer") for all of the outstandingshares of Ashton Mining Limited ("Ashton");
AND WHEREAS pursuant to the Mutual Reliance System for Exemptive ReliefApplications (the "System"), the Ontario Securities Commission is the principal regulatorfor this application;
AND WHEREAS the Applicant has represented to each Decision Maker that:
1. the Applicant is an indirect wholly-owned subsidiary of De Beers Centenary AG("DBC"), a corporation incorporated under the laws of Switzerland with its headoffice in Langensandstrasse 27, CH-6000, Luzern 14, Switzerland. DBC is amember of the De Beers Group, which is in the business of mining and marketingrough diamonds;
2. the Applicant was incorporated on May 4, 2000 under the Australian CorporationsLaw. The registered office and corporate head office of the Applicant is located atLevel 39, 101 Collins Street, Melbourne, Victoria, Australia;
3. neither the Applicant nor DBC is a reporting issuer under the laws of any otherprovince or territory of Canada;
4. the issued capital of the Applicant consists of one (1) ordinary share;
5. Ashton is a body corporate incorporated under the Corporations Law of Victoria,Australia and is not a reporting issuer under the laws of any other province orterritory of Canada;
6. the ordinary shares of Ashton are listed and posted for trading on the AustralianStock Exchange. Ashton also participates in a sponsored American DepositaryReceipt ("ADR") program in the United States of America. Each ADR representsfive Ashton ordinary shares.
7. as at December 31, 1999, Ashton had issued and outstanding 338,863,925 fullypaid ordinary shares;
8. as at August 2, 2000, there were:
(i) in respect of the Province of British Columbia, two (2) shareholders resident,holding 533 ordinary shares of Ashton, representing 0.0002% of the totaloutstanding ordinary shares,
(ii) in respect of the Province of Saskatchewan, one (1) shareholder resident,holding 10,000 ordinary shares of Ashton, representing 0.0031% of the totaloutstanding ordinary shares,
(iii) in respect of the Province of Manitoba, one (1) shareholder resident, holding956 ordinary shares of Ashton, representing 0.0003% of the totaloutstanding ordinary shares, and
(iv) in respect of the Province of Ontario, three (3) shareholders resident,holding 833 ordinary shares of Ashton, representing 0.0003% of the totaloutstanding ordinary shares;
9. the Applicant intends that the Offer will be a cash take-over bid to purchase all ofthe outstanding ordinary shares of Ashton;
10. the Offer will be made in compliance with applicable Australian law; and
11. all of the holders of ordinary shares of Ashton resident in each of the Jurisdictionswill be provided with all of the documents relating to the Offer provided to holdersof ordinary shares of Ashton resident in Australia and copies thereof will deliveredto each Decision Maker;
AND WHEREAS under the System, this MRRS Decision Document evidences thedecision of each Decision Maker (collectively, the "Decision");
AND WHEREAS each Decision Maker is satisfied that the test contained in theLegislation that provides each Decision Maker with the Jurisdiction to make the Decisionhas been met;
THE DECISION of the Decision Maker pursuant to the Legislation is that the Take-Over Bid Requirements shall not apply to the Offer provided that:
(a) the Offer and all amendment thereto are made in compliance with the applicableAustralian law; and
(b) all materials relating to the Offer and all amendments thereto which are sent by oron behalf of the Applicant to holders of ordinary shares of Ashton in Australia areconcurrently sent to holders of ordinary shares of Ashton whose last address on thebooks of Ashton is in the Jurisdictions and copies thereof are filed with eachDecision Maker.
August 24th, 2000.
"Howard I. Wetston" "R. Stephen Paddon"