Securities Law & Instruments

Headnote

MutualReliance Review System for Exemptive Relief Applications - Issueris a connected, but not a related issuer, in respect of certainregistrants that are underwriters in a proposed distribution ofClass B Subordinated Voting Shares of the issuer - Underwritersexempt from the independent underwriter requirement in the legislationprovided that the issuer is not a related issuer of any of theunderwriters and certain disclosure made in the prospectus.

OntarioRegulations

Regulationmade under the Securities Act, R.R.O. 1990, Reg. 1015, as am.,ss. 219(1), 224(1) and 233.

ApplicableOntario Rules

ProposedMulti-Jurisdictional Instrument 33-105: Underwriting Conflicts(2001) 24 OSCB 3805.


INTHE MATTER OF

THECANADIAN SECURITIES LEGISLATION

OFQUEBEC, ALBERTA, ONTARIO AND NEWFOUNDLAND

AND

INTHE MATTER OF

THEMUTUAL RELIANCE REVIEW SYSTEM

FOREXEMPTIVE RELIEF APPLICATIONS

AND

INTHE MATTER OF

SCOTIACAPITAL INC., NATIONAL BANK FINANCIAL INC.,

CIBCWORLD MARKETS INC., DESJARDINS SECURITIES INC.

AND

INTHE MATTER OF

ALIMENTATIONCOUCHE-TARD INC.

MRRSDECISION DOCUMENT

WHEREAS the Canadian securities regulatoryauthorities or regulator (the "Decision Makers") of Quebec,Alberta, Ontario, Newfoundland and Labrador (the "Jurisdictions") has received an application from Scotia Capital Inc. ("Scotia"),National Bank Financial Inc. ("NBF"), CIBC World Markets Inc.("CIBCWM") and Desjardins Securities Inc. ("Desjardins"), (collectively,the "Filers") for a decision pursuant to the securities legislationof Quebec, Alberta, Ontario and Newfoundland (the "Legislation")that the requirement to comply with the rule against actingas underwriter in connection with a distribution of securitiesof a connected issuer of the Underwriters (the "IndependentUnderwriter Requirement") contained in the Legislation shallnot apply to the Underwriters in connection with an offering(the "Offering") of Class B Subordinated Voting Shares of AlimentationCouche-Tard Inc. (the "Issuer") to be made by means of a prospectus(the "Prospectus");


WHEREAS pursuant to the Mutual Reliance ReviewSystem for Exemptive Relief Applications (the "system"), theCommission des valeurs mobilières du Québec isthe principal regulator for this application;


AND WHEREAS the Filers have represented tothe Decision Makers that:


1.The Issuer was incorporated under Part 1A of the Companies Act(Quebec) by certificate of amalgamation dated May 1, 1988.


2.The Issuer is a reporting issuer under the Legislation and isnot in default of any requirement under the Legislation.


3.The Issuer has filed a preliminary short form prospectus onDecember 7, 2001 in all Canadian provinces in order to qualifythe distribution of 4,000,000 Class B Subordinate Voting Sharesat a price of $25.40.


4.Pursuant to the terms of an underwriting agreement (the "UnderwritingAgreement") between the Issuer and the Underwriters, the Underwritershave agreed to act as underwriters in connection with the Offering.The proportionate share of the Offering to be underwritten byeach of the Underwriters is as follows:


Underwriter Name Proportionate Share of Offering

ScotiaCapital Inc.
35%
NationalBank Financial Inc.
35%
CIBCWorld Markets Inc.
12.5%
BMONesbitt Burns Inc. ("BMONB")
10%
DesjardinsSecurities Inc.
2.5%
DundeeSecurities Corporation ("Dundee")
2.5%
HarrisPartners Limited ("Harris")
2.5%
 
100.0%


5.The Issuer has entered into an amended and restated credit agreementon June 21, 2001 (the "Credit Agreement") with the NationalBank of Canada ("NBC"), acting as lead agent. The credit facilities(the "Facilities") under the Credit Agreement are with, amongothers, NBC, Bank of Nova Scotia ("BNS"), the Canadian ImperialBank of Commerce ("CIBC") and Caisse centrale Desjardins ("Caisse")(NBC, BNS CIBC and Caisse are collectively referred to as the"Banks") and include a renewable operating credit as well asseveral term credits, all of which (except one) are not renewable.


6.As at December 5, 2001, the amounts due by the Issuer underthe Facilities to the Banks were as follows: (i) $17.3 millionto BNS, (ii) $58.6 million to NBC, (iii) $24.3 million to CIBCand (iv) $10.4 million to Caisse.


7.Scotia is controlled by BNS, NBF is controlled by NBC, CIBCWMis controlled by CIBC and Desjardins is controlled by Caisse.


8.The Filers will not benefit in any manner from the Offeringother than the payment of their fee in connection with the distribution.


9.By virtue of the Facilities, the Issuer may, in connection withthe Offering, be considered a "connected issuer" (or the equivalent)of Scotia, NBC, CIBCWM and Caisse.


10.The Banks did not participate in the decision to make the Offeringnor in the determination of the terms of the distribution.


11.BMONB, Harris and Dundee are not controlled by a bank that isa party to the Credit Agreement.


12.The Issuer is in good financial condition, is in compliancewith its obligations under the Facilities and is not under anyfinancial pressure to complete the Offering.


13.The proceeds of the Offering will be used to repay a portionof the Facilities.


14.The Prospectus will contain the information required by Appendix"C" to Multilateral Instrument 33-105 Underwriting Conflicts,as amended (the "Proposed Instrument").


15.The Issuer is not a "related issuer", as defined in the ProposedInstrument of any of the Underwriters for the purposes of theOffering.


16.The certificate in the Prospectus will be signed by each ofthe Underwriters as required by the Legislation.


AND UPON being satisfied that doing so wouldnot be prejudicial to the public interest to grant the reliefrequested.


AND WHEREAS pursuant to the System, this MRRSDecision Document evidences the decision of each Decision Maker(collectively, the "Decision");


AND WHEREAS each of the Decision Makers issatisfied that the test contained in the Legislation that providesthe Decision Maker with the jurisdiction to make the Decisionhas been met;


THE DECISION of the Decision Makers pursuantto the Legislation is that the Filers shall be exempted fromthe Independent Underwriter Requirement contained in the Legislationin respect of the Offering, provided that :


a) at the time of the Offering, the Issuer is not a "relatedissuer" of a Filer as that term is defined in the Proposed Instrument;and


b) the Prospectus relating to the Offering contains disclosureof the relationship between the Issuer, the Filers, and theBanks as would be required under Appendix "C" of the ProposedInstrument.

December14, 2001.

"JeanLorrain"