Quebecor World Inc. et al. - MRRS Decision

Headnote

MRRS - Mutual Reliance Review System for Exemptive Relief Applications - Issuer is a "connected issuer" but not a"related issuer" of registrants that are to act as underwriters in a proposed distribution of securities of the Issuer - Issueris not a "specified party" as defined in Draft Multi-Jurisdictional Instrument 33-105 Underwriter Conflicts - Registrantunderwriters exempted from independent-underwriter requirements, provided that, at the time of the distribution, theissuer is not a "specified party" as defined in the Instrument, and is not a "related issuer" of the registrant underwritersas defined in the Instrument.

Applicable Ontario Statutes

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

Applicable Ontario Regulations

Regulation made under the Securities Act, R.R.O. 1990, Reg. 1015, as am., 219(1), 224(1)(b), 233.

Rules Cited

Proposed Multi-jurisdictional Instrument 33-105 - Underwriting Conflicts (1998) 21 OSCB 781.

IN THE MATTER OF

THE SECURITIES LEGISLATION

OF ALBERTA, BRITISH COLUMBIA,

NEWFOUNDLAND, QUÉBEC AND ONTARIO

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

QUEBECOR WORLD INC.

AND

IN THE MATTER OF

BMO NESBITT BURNS INC.

RBC DOMINION SECURITIES INC.

SCOTIA CAPITAL INC.

CIBC WORLD MARKETS

NATIONAL BANK FINANCIAL INC.

TD SECURITIES INC.

MRRS DECISION DOCUMENT

WHEREAS the securities regulatory authority or regulator (the «Decision Maker») in each of Alberta, BritishColumbia, Newfoundland, Québec and Ontario (the «Jurisdictions») has received an application from BMO NesbittBurns («BMO»), RBC Dominion Securities Inc. («RBC»), Scotia Capital Inc. («Scotia»), CIBC World Markets Inc. («CIBC»),National Bank Financial Inc. («NBF») and TD Securities Inc. («TD») (collectively, the «Filers») for a decision pursuant tothe securities legislation of the Jurisdictions (the «Legislation») that the requirement (the «Independent UnderwriterRequirement») contained in the Legislation which restricts a registrant from acting as an underwriter in connection witha distribution of securities by an issuer made by means of a prospectus where the issuer is a connected issuer of theregistrant unless a portion of the distribution at least equal to that portion underwritten by non-independent underwritersis underwritten by independent underwriters shall not apply to the Filers in respect of a proposed distribution (the«Offering»), for an aggregate principal amount of $150 million ($200 million, if the option granted to the underwriters isexercised in full), of 6.75% Cumulative Redeemable First Preferred Shares, Series 4 (the «Offered Securities») ofQuebecor World Inc. (the «Issuer»), pursuant to a short form prospectus (the «Prospectus»);

AND WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the«System»), the Commission des valeurs mobilières du Québec is the Principal Regulator for this application;

AND WHEREAS the Filers have represented to the Commissions that:

1. The Issuer was incorporated under the Canada Business Corporation Act on February 23, 1989 and its headoffice is located in Montreal, Quebec.

2. The issuer is a reporting issuer under the Legislation of each Jurisdiction and is not in default of anyrequirements of the Legislation.

3. The Issuer is a diversified global commercial printing company and it is the largest commercial printer in theworld.

4. The Issuer's Subordinate Voting Shares are listed on The Toronto Stock Exchange and on the New York StockExchange, its Series 2 Cumulative Redeemable First Preferred Shares are listed on The Toronto StockExchange and its Multiple Voting Shares are not publicly traded.

5. The Issuer's parent company is Quebecor Inc. which, as of February 7, 2001, held 56,211,277 Multiple VotingShares of Quebecor World, representing approximately 84.9% of the voting interest in the Issuer.

6. On February 9, 2001, the Issuer entered into an underwriting agreement with a syndicate of underwritersincluding the Filers and Merrill Lynch Canada Inc. («Merrill Lynch», collectively the «Underwriters») wherebythe Issuer has agreed to issue and sell, and the Underwriters have agreed to purchase, as principals, theOffered Securities.

7. The proportionate share of the Offering to be underwritten by each of the Underwriters is as follows:

8. On February 9, 2001, the Issuer filed a preliminary short form prospectus (the «Preliminary Prospectus») underthe Mutual Reliance Review System for Prospectuses. Québec has been designated as principal regulator inconnection with the filing of the Preliminary Prospectus. The Issuer will file a final short form Prospectus on orabout February 20, 2001, pursuant to which the Issuer will issue the Offered Securities.

9. BMO is a wholly-owned subsidiary of BMO Nesbitt Burns Corporation Limited, an indirect majority-ownedsubsidiary of the Bank of Montreal. RBC is an indirect wholly-owned subsidiary of the Royal Bank of Canada.Scotia is a wholly-owned subsidiary of the Bank of Nova Scotia. CIBC is a wholly-owned subsidiary of theCanadian Imperial Bank of Commerce. NBF is an indirect wholly-owned subsidiary of the National Bank ofCanada. TD is a wholly-owned subsidiary of the Toronto-Dominion Bank.

10. The Bank of Montreal, the Royal Bank of Canada, the Bank of Nova Scotia, the Canadian Imperial Bank ofCommerce, the National Bank of Canada and the Toronto-Dominion Bank are hereinafter referred to as the«Related Banks».

11. As at December 31, 2000, Quebecor Inc.'s syndicated credit facilities, which included facilities of Quebecor Inc.,Quebecor World, Quebecor Media Inc., Videotron Ltd. and Sun Media Corporation (the «Quebecor GroupFacilities») provided for an aggregate maximum availability of CDN$6.925 billion.

12. As of December 31, 2000, the total indebtedness under the Quebecor Group Facilities to the Related Banksstood at approximately CDN$2.833 billion.

13. By virtue of its indebtedness to the Related Banks, Quebecor World may be considered a connected issuer (orthe equivalent) to each of the Filers within the meaning of the Legislation and the proposed Multi-JurisdictionalInstrument No 33-105 ­ Underwriting Conflicts («Proposed Instrument 33-105»). The Issuer is not a "relatedissuer" (or equivalent) within the meaning of the Legislation or Proposed Instrument 33-105 of the Filers.

14. The Underwriters, in connection with the Offering, do not comply with the proportional requirements set out inthe Legislation.

15. The Prospectus will contain the information specified in Appendix "C" of the Proposed Instrument.

16. The decision to issue the Offered Securities, including the determination of the terms of such distribution, hasbeen made through negotiations between the Issuer and the underwriters without the involvement of theRelated Banks.

17. The Issuer is in good financial condition.

18. The Issuer is not a «specified party», as defined in Proposed Instrument 33-105.

19. The net proceeds of the Offering, which are estimated to be CDN $145 million or CDN$194 million if the optiongranted to the Underwriters is exercised in full), will be used to invest in capital expenditures and to fund othergeneral corporate purposes.

20. The Underwriters will not benefit in any matter from the Offering other than the payment of their fees inconnection therewith.

21. The certificate required by the Legislation in each of the Preliminary Prospectus and the Prospectus will besigned by the Underwriters.

AND WHEREAS pursuant to the System, this MRRS Decision Document evidences the decision of eachDecision Maker (collectively, the «Decision»);

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

IT IS THE DECISION of the Decision Makers under the Legislation that the Independent UnderwriterRequirement shall not apply to the Filers in connection with the Offering provided that the Issuer is not a related issuer,as defined in the Proposed Instrument 33-105, at the time of the Offering and is not a specified party, as defined in theProposed Instrument 33-105, at the time of the Offering.

DATED at Montreal, this 20^th day of February 2001.

"Jean Lorrain"