Securities Law & Instruments

Headnote

MutualReliance Review System for Exemptive Relief Applications - DutchAuction Issuer Bid - With respect to securities tendered at orbelow the clearing price, offer providing for full take-up andpayment for shares tendered by odd lot holders - Offeror exemptfrom the requirement in the legislation to take up and pay forsecurities proportionately according to the number of securitiesdeposited by each securityholder and the associated disclosurerequirement - Offeror also exempt from the requirement to disclosethe exact number of shares it intends to purchase.

ApplicableOntario Statutory Provisions

SecuritiesAct, R.S.O. 1990, c.S.5, as am., ss. 95(7) and 104(2)(c).

ApplicableOntario Regulations

Regulationmade under the Securities Act, R.R.O. 1990, Reg. 1015, as am.,ss. 189(b) and item 9 of Form 33.

ApplicableOntario Rules

Rule61-501 - Insider Bids, Issuer Bids, Going Private Transactionsand Related Party Transactions

INTHE MATTER OF

THESECURITIES LEGISLATION OF

BRITISHCOLUMBIA, ALBERTA, SASKATCHEWAN,

MANITOBA,ONTARIO, NOVA SCOTIA, AND

NEWFOUNDLANDAND LABRADOR


AND


INTHE MATTER OF

THEMUTUAL RELIANCE REVIEW SYSTEM

FOREXEMPTIVE RELIEF APPLICATIONS


AND


INTHE MATTER OF

ANTHEMPROPERTIES CORP.


MRRSDECISION DOCUMENT


WHEREASthe local securities regulatory authority or regulator (the"Decision Maker") in each of British Columbia, Alberta, Saskatchewan,Manitoba, Ontario, Nova Scotia, and Newfoundland and Labrador(collectively, the "Jurisdictions") has received an applicationfrom Anthem Properties Corp. ("Anthem") for a decision underthe securities legislation of the Jurisdictions (the "Legislation")that, in connection with the offer to purchase by Anthem ofa portion of its outstanding common shares (the "Shares") pursuantto an issuer bid (the "Offer"), Anthem be exempt from the requirementsin the Legislation to:

(a)take up and pay for securities proportionately according tothe number of securities deposited by each securityholder (the"Proportionate Take-up and Payment Requirement");

(b) disclose in theissuer bid circular (the "Circular") such proportionate take-upand payment (the "Associated Disclosure Requirement"); and

(c) disclose in theCircular the number of securities sought under the Offer (the"Number of Securities Requirement");

AND WHEREASunder the Mutual Reliance Review System for Exemptive ReliefApplications (the "System"), the British Columbia SecuritiesCommission is the principal regulator for this application;

AND WHEREASAnthem has represented to the Decision Makers that:

1. Anthem has itshead office in Vancouver, British Columbia, is a reporting issueror the equivalent in each of the Jurisdictions and is not indefault of any requirement of the Legislation;

2. Anthem's authorizedcapital is 250,000,000 common shares (the "Shares"), of which3,810,305 Shares were outstanding as of the date of the Circular,and 250,000,000 preferred shares with a par value of $1.00 pershare issuable in series, of which none are outstanding;

3. the Shares arelisted and posted for trading on The Toronto Stock Exchange(the "TSE") under the symbol "ANT";

4. under the Offer,Anthem proposes to acquire Shares through the following modifiedDutch auction procedure (the "Procedure"), as disclosed in theCircular sent by Anthem to each holder of Shares (collectively,the "Shareholders"):

(a) the Circularspecifies a range of not more than $8.25 and not less than $7.25per Share (the "Range") within which Anthem is prepared to purchaseShares under the Offer;

(b) the Circularspecifies that the maximum number of Shares that Anthem willpurchase is 800,000 Shares (the "Specified Number"), representingapproximately 21% of the outstanding Shares, excluding the Sharesthat Anthem will purchase under the procedures described inparagraph 4(j) below;

(c) any Shareholderwishing to tender to the Offer will have the right either to:(i) specify the lowest price within the Range at which the Shareholderis willing to sell the tendered Shares (an "Auction Tender");or (ii) elect to be deemed to have tendered the Shares at theprice of $7.25 per Share (a "Purchase Price Tender");

(d) all Shares tenderedand not withdrawn by Shareholders who fail to specify any tenderprice for the tendered Shares and fail to indicate that theyhave tendered their Shares pursuant to a Purchase Price Tenderwill be considered to have been tendered pursuant to a PurchasePrice Tender;

(e) the purchaseprice (the "Purchase Price") of the Shares tendered to the Offerwill be the lowest price that will enable Anthem to purchasethe Specified Number (or such lesser number as are properlydeposited), and will be determined based upon the number ofShares tendered and not withdrawn pursuant to an Auction Tenderat each price within the Range and tendered and not withdrawnpursuant to a Purchase Price Tender;

(f) all Shares tenderedat prices above the Purchase Price will be returned to the appropriateShareholders;

(g) all Shares tenderedby Shareholders who specify a tender price for such tenderedShares that falls outside the Range will be considered to havebeen improperly tendered, will be excluded from the determinationof the Purchase Price, will not be purchased by Anthem and willbe returned to the appropriate Shareholders;

(h) if the aggregatenumber of Shares validly tendered to the Offer and not withdrawnis less than or equal to the Specified Number, Anthem will purchaseall Shares so deposited;

(i) all Shares tenderedand not withdrawn at or below the Purchase Price pursuant toan Auction Tender and all Shares tendered and not withdrawnpursuant to a Purchase Price Tender will be taken up and paidfor at the Purchase Price, subject to proration if the aggregatenumber of Shares validly tendered to the Offer and not withdrawnat or below the Purchase Price pursuant to Auction Tenders orpursuant to Purchase Price Tenders exceeds the Specified Number;subject to paragraph 4(j) below, any Shares tendered but nottaken up and paid for by Anthem in accordance with this procedurewill be returned to the appropriate tendering Shareholders;

(j) if, after givingeffect to Anthem's purchase of Shares in accordance with theprocedure described in paragraph 4(i) above, a Shareholder whohad properly tendered and not withdrawn all of the Shareholder'sShares to the Offer at or below the Purchase Price were to holdfewer than 100 Shares (an "Odd Lot"), Anthem also will purchaseany such Odd Lot at the Purchase Price; in determining whethera Shareholder would hold an Odd Lot, all of the Shares heldby the Shareholder under separate certificates or in differentaccounts or tendered by the Shareholder pursuant to separateAuction Tenders or Purchase Price Tenders and that otherwisewould be retained by the Shareholder after giving effect tothe purchase of Shares in accordance with the procedure describedin paragraph 4(i) above will be aggregated; and

(k) the aggregateamount that Anthem will expend and the aggregate number of Sharesto be acquired pursuant to the Offer will not be determineduntil the number of Shares, if any, to be purchased in accordancewith the procedure described in paragraph 4(j) is determined;

5. prior to the Offer'sexpiry, all information regarding the number of Shares tenderedand the prices at which such Shares are tendered will be keptconfidential, and the depositary will be directed by Anthemto maintain such confidentiality until the Purchase Price isdetermined.

6. since the Offeris for fewer than all the Shares, if the number of Shares tenderedto the Offer at or below the Purchase Price and not withdrawnexceeds the Specified Number, the Legislation would requireAnthem to take up and pay for deposited Shares proportionately,according to the number of Shares deposited by each Shareholder;in addition, the Legislation requires disclosure in the Circularthat Anthem would, if Shares tendered to the Offer exceededthe Specified Number, take up such Shares proportionately accordingto the number of Shares tendered by each Shareholder;

7. to Anthem's knowledge,no person or company other than the Carlson Family Trust holdsmore than 10% of the issued and outstanding Shares;

8. the Carlson FamilyTrust, which holds, directly and indirectly, 1,280,378 Sharesas of the date of the Circular, representing approximately 33.6%of the issued and outstanding Shares, has advised Anthem thatit does not intend to tender any Shares to the Offer;

9. the Circular:

(a) discloses themechanics for the take-up of and payment for, or the returnof, Shares as described in paragraph 4 above;

(b) explains that,by tendering Shares at the lowest price in the Range or pursuantto a Purchase Price Tender, a Shareholder reasonably can expectthat the Shares so tendered will be purchased at the PurchasePrice, subject to pro ration as described in paragraph 4 above;

(c) describes thebackground to the Offer;

(d) discloses everyprior valuation of Anthem that has been made in the 24 monthperiod preceding the Offer and whose existence is known afterreasonable enquiry to Anthem or any of its directors or seniorofficers, if any;

(e) discloses anybona fide prior offer that relates to the Shares or is otherwiserelevant to the Offer, if any, where such prior offer was receivedby Anthem in the 24 month period preceding the date the Offerwas publicly announced, together with a description of suchprior offer and the background to it;

(f) describes thereview and approval process adopted by the board of directorsof Anthem for the Offer, including any materially contrary viewor abstention by a director;

(g) includes a statementof the intention, if known to Anthem after reasonable enquiry,of every person or company, other than a bona fide lender, that,whether alone or in combination with others, holds or wouldreasonably be expected to hold, upon successful completion ofthe Offer, securities of Anthem sufficient to affect materiallyits control (an "Interested Party") to accept or not acceptthe Offer; and

(h) includes a descriptionof the effect that Anthem anticipates the Offer, if successful,will have on the direct or indirect voting interest of everyInterested Party; and

10. except to theextent evidenced by this Decision, the Offer complies with theLegislation;

AND WHEREASunder the System, this MRRS Decision Document evidences thedecision of each Decision Maker (collectively, the "Decision");

AND WHEREASeach of the Decision Makers is satisfied that the test containedin the Legislation that provides the Decision Maker with thejurisdiction to make the Decision has been met;

THE DECISIONof the Decision Makers under the Legislation is that, in connectionwith the Offer, Anthem is exempt from the Proportionate Take-upand Payment Requirement, the Associated Disclosure Requirement,and the Number of Securities Requirement, provided that Sharestendered to the Offer are taken up and paid for, or returnedto the Shareholders, in the accordance with the Procedure.

January 28, 2002.

"BrendaLeong"