Securities Law & Instruments

Headnote

Cash issuer bid made in Ontario - Bid made in accordance with the laws of the UnitedKingdom and The City Code on Take-overs and Mergers - De minimis exemptionunavailable because number of Ontario holders of offeree's shares is 63, whichexceeds the 50 person threshold - Bid exempted from the requirements of Part XX,subject to certain conditions.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as amended, ss. 93(3)(h), 95, 96, 97, 98 and 100and 104(2)(c).

Recognition Orders Cited

In the Matter of the Recognition of Certain Jurisdictions (Clauses 93(1)(e) and 93(3((h)of Act) (1997) 20 OSCB 1035.


IN THE MATTER OF THE SECURITIES ACT,
R.S.O. 1990, CHAPTER S.5, AS AMENDED (the "Act")

AND

IN THE MATTER OF
ALLIED ZURICH p.l.c.

ORDER
(Clause 104(2)(c))


UPON the application (the "Application") of Allied Zurich p.l.c. ("AZ") to the OntarioSecurities Commission (the "Commission") for an order pursuant to clause 104(2)(c) of theAct that AZ be exempt from the requirements of sections 95, 96, 97, 98 and 100 of the Actin connection with the proposed offer (the "Offer") by AZ to acquire up to a maximum of235 million ordinary shares of AZ (the "Shares") for a maximum aggregate cashconsideration of US$ 500 million to US$ 1 billion (the "Maximum Dollar Value");

AND UPON considering the Application and the recommendation of the staff of theCommission;

AND UPON AZ having represented to the Commission as follows:

1. AZ is a company incorporated in England and Wales and listed on the LondonStock Exchange. The registered office of AZ is located in London, England.

2. AZ is not a reporting issuer under the securities legislation of any province orterritory in Canada and none of its securities are listed for trading on any Canadianstock exchange.

3. AZ is a holding company which owns 43% of the issued and outstanding shares ofZurich Financial Services ("ZFS"). The remaining 57% of the issued andoutstanding shares of ZFS are held by a Swiss public company, Zurich Allied AG("AG").

4. On April 25, 2000, AZ and AG announced their intention to unify the ownershipstructure of ZFS (the "Unification") in a new single holding company, New ZurichFinancial Services ("New ZFS"). New ZFS will have a primary listing in Switzerlandand a secondary listing in the United Kingdom and will, either directly or indirectly,own 100 percent of the issued and outstanding shares of ZFS.

5. The shares of New ZFS will not be eligible for inclusion in the FTSE UK indices.As a result, increased trading activity in the Shares may take place prior to theUnification as some of AZ's ordinary shareholders (the "Ordinary Shareholders")may need (or may otherwise choose) to sell their Shares. The Offer is being madeto accommodate such trading activity.

6. At an extraordinary general meeting held on June 20, 2000, the OrdinaryShareholders voted in favour of the Unification and authorized AZ to make theOffer.

7. Pursuant to the Offer, Shares may be tendered in a price range to be determinedon the latest practicable date prior to the mailing of the Offer (the "Price Range").

8. The independent directors of AZ will, after the Offer is closed, set the price at whichAZ proposes to purchase the Shares pursuant to the Offer (the "Strike Price"). TheStrike Price will be the lowest price per Share that will allow AZ to purchase Sharesvalidly tendered up to the Maximum Dollar Value. All Shares accepted under theOffer will be acquired at the Strike Price (or the US Dollar equivalent).Shareholders may either specify a price within the Price Range or elect to tenderat the Strike Price. Tenders above the Strike Price will be rejected.

9. Valid tenders at or below the Strike Price will be accepted as follows:

(a) tenders for the first 500 Shares at or below the Strike Price will be acceptedin full;

(b) tenders below the Strike Price in respect of more than 500 Shares will beaccepted in full; and

(c) tenders at the Strike Price in respect of more than 500 Shares will be scaleddown pro rata up to the Maximum Dollar Value.

10. The Offer is conditional upon at least 15.8 million Shares, representingapproximately one per cent of AZ's issued and outstanding share capital, beingvalidly tendered.

11. The Offer is being made in compliance with the laws of the United Kingdom, therules and regulations of the London Stock Exchange, the Listing Rules of the UnitedKingdom Listing Authority and The City Code on Take-overs and Mergers, and notpursuant to any exemption from such requirements.

12. As at August 9, 2000, there were 63 Ordinary Shareholders whose last address asshown on the books of AZ is in Ontario (collectively, the "Ontario Shareholders"),holding, in aggregate, 81,428 Shares, representing approximately 0.00516% of theissued and outstanding Shares.

13. The Offer is being made on the same terms and conditions to Ontario Shareholdersas it is being made to Ordinary Shareholders resident in the United Kingdom.

14. Although the Commission has recognized the laws of the United Kingdom for thepurposes of clause 93(3)(h) of the Act, AZ cannot rely upon the exemption in clause93(3)(h) from the requirements in sections 95, 96, 97, 98 and 100 of the Actbecause the number of Ontario Shareholders is greater than 50.

15. All material relating to the Offer that will be sent by AZ to Ordinary Shareholdersresiding in the United Kingdom shall concurrently be sent to the OntarioShareholders and be filed with the Commission.

AND UPON the Commission being satisfied that to do so would not be prejudicialto the public interest;

IT IS ORDERED pursuant to clause 104(2)(c) of the Act that, in connection with theOffer, AZ is exempt from the requirements of sections 95, 96, 97, 98 and 100 of the Act,provided that:

(a) the Offer and all amendments thereto are made in compliance with The CityCode on Take-overs and Mergers; and

(b) all materials relating to the Offer and any amendments thereto that are sentby or on behalf of AZ to Ordinary Shareholders residing in the UnitedKingdom are concurrently sent to the Ontario Shareholders and copies ofsuch materials are concurrently filed with the Commission.

September 8th, 2000.

"J. A. Geller"       "K. D. Adams"