Securities Law & Instruments

Headnote

MutualReliance Review System for Exemptive Relief Applications - Cashbid made in Canada - Bid made in accordance with the laws of Singapore- De minimis exemption unavailable because Singaporenot recognized jurisdiction in Ontario - Bid exempted from therequirements of Part XX, subject to certain conditions.

StatutesCited

SecuritiesAct, R.S.O. 1990, c. S.5, as amended, ss. 93(1)(e), 95 to 100and 104(2)(c).

RecognitionOrders Cited

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

INTHE MATTER OF

THESECURITIES LEGISLATION OF

BRITISHCOLUMBIA AND ONTARIO

AND

INTHE MATTER OF

THEMUTUAL RELIANCE REVIEW SYSTEM FOR

EXEMPTIVERELIEF APPLICATIONS

AND

INTHE MATTER OF

INCHCAPESPECIAL INVESTMENTS B.V., INCHCAPE PLC

ANDINCHCAPE MOTORS LIMITED

MRRSDECISION DOCUMENT

WHEREASthe local securities regulatory authority or regulator (the "DecisionMaker") in each of the provinces of British Columbiaand Ontario (the "Jurisdictions") has receivedan application from Inchcape plc ("Inchcape")and Inchcape Special Investments B.V. (the "Offeror")(collectively, the "Applicants") for a decisionunder the securities legislation of the Jurisdictions (the "Legislation")that the formal take-over bid requirements in the Legislation,including the provisions relating to delivery of an offer andtake-over bid circular and any notices of change or variationthereto, delivery of a directors' circular and any notices ofchange or variation thereto, minimum deposit periods and withdrawalrights, take-up of and payment for securities tendered to a take-overbid, disclosure, financing, restrictions upon purchases of securities,identical consideration and collateral benefits (collectively,the "Take-over Bid Requirements") do not applyto the proposed offer (the "Offer") by Inchcapefor all the issued and outstanding ordinary shares (the "TargetShares") of Inchcape Motors Limited (the "Target");

ANDWHEREAS under the Mutual Reliance Review System for ExemptiveRelief Applications (the "System") the OntarioSecurities Commission (the "OSC") is selectedas the principal regulator for this application;

ANDWHEREAS the Applicants have represented to the DecisionMakers that:

1.Inchcape is a corporation incorporated under the laws of the UnitedKingdom. Inchcape's registered office is located in the UnitedKingdom. The principal activities of Inchcape and its group ofcompanies are the import, distribution and retail of automobiles,automotive e-commerce, business services and financial servicesincluding consumer and dealer finance, insurance and leasing.

2.The authorised capital of Inchcape consists of 131,000,000 ordinaryshares of £1.50 par value each (the "Inchcape Shares").As at March 5, 2002, there were 77,521,698 Inchcape Shares. TheInchcape Shares are listed on the London Stock Exchange.

3.The Offeror is an indirect wholly-owned subsidiary of Inchcape.The Offeror is incorporated under the laws of The Netherlands.The Offeror's registered office is located in The Netherlands.The principal activity for which the Offeror has been establishedis that of investment holding.

4.The authorised capital of the Offeror consists of 900 ordinaryshares (the "Offeror Shares"). As at the datehereof, there were 180 Offeror Shares issued and outstanding.

5.Neither Inchcape nor the Offeror is a reporting issuer or itsequivalent in any jurisdiction in Canada.

6.The Target is a corporation incorporated under the laws of Singapore.The Target's registered office is located in Singapore. The Target'sprincipal activity is as an investment holding company and itssubsidiaries are primarily engaged in motor retail and distribution.

7.The authorised capital of the Target consists of 400,000,000 TargetShares of S$0.50 par value each. As at the date hereof, therewere, to the best knowledge and belief of the Offeror, 163,714,597issued and outstanding Target Shares. The Target Shares are listedon the main board of the Singapore Exchange Securities TradingLimited (the "Singapore Exchange").

8.The Target is not a reporting issuer or its equivalent in anyjurisdiction in Canada.

9.As at February 25, 2002, there were 4,861 holders of Target Shares(the "Target Shareholders"). Target Shareholdersresident in Canada (the "Canadian Shareholders")hold in the aggregate less than 2% of the issued and outstandingTarget Shares:

(a)two Canadian Shareholders who reside in Ontario hold an aggregateof 1,000 Target Shares (or less than 0.0001% of the issued andoutstanding Target Shares); and

(b)two Canadian Shareholders who reside in British Columbia hold22,000 Target Shares (or approximately 0.0001% of the issued andoutstanding Target Shares).

10.The Hong Kong and Shanghai Banking Corporation, for and on behalfof the Offeror, intends to make an all cash offer to acquire allof the issued and outstanding Target Shares for S$2.30 per TargetShare.

11.The Offer will be made in accordance with the laws of Singapore,including the requirements of the Singapore Code on Take-oversand Mergers (the "Singapore Code") and the rulesof the Singapore Exchange, and not pursuant to any exemptionsfrom such requirements.

12.Pursuant to the Singapore Code, the Offeror has submitted to theSingapore Exchange for its review and approval an offer documentcontaining the terms and conditions of the Offer and prescribeddisclosure (the "Offer Document"). The OfferDocument will not be mailed to Target Shareholders until it isapproved by the Singapore Exchange. The Code requires that theOffer remain open for at least 28 days after the mailing of theOffer Document to Target Shareholders.

13.The Offeror intends to deliver the Offer Document to Target Shareholders,including Canadian Shareholders, on or about March 21, 2002 andthe Offer will remain open until at least April 18, 2002.

14.The Offeror cannot rely on the de minimis exemption fromthe Take-over Bid Requirements because the Decision Makers havenot recognized Singapore for this purpose in the Legislation.

15.The Offer will be made on the same terms and conditions to theCanadian Shareholders as those applicable to Target Shareholdersresiding outside Canada.

16.The Offer Document and all other material relating to the Offer,including any amendments, sent by the Offeror to Target Shareholdersresiding outside Canada shall concurrently be sent to the CanadianShareholders and filed with the Decision Makers.

ANDWHEREAS under the System, this MRRS Decision Documentevidences the decision of each of the Decision Makers (the "Decision");

ANDWHEREAS each of the Decision Makers is satisfied thatthe test contained in the Legislation that provides the DecisionMaker with the jurisdiction to make the Decision has been met;

THEDECISION of the Decision Makers under the Legislationis that the Offeror is exempt from the Take-over Bid Requirementsin making the Offer to the Canadian Shareholders provided that:

(a)the Offer and all amendments to the Offer are made in compliancewith the laws of Singapore, including the Singapore Code and therules of the Singapore Exchange; and

(b)the Offer Document and all other material relating to the Offer,including any amendments, that are sent by or on behalf of theOfferor to Target Shareholders residing outside Canada are concurrentlysent to the Canadian Shareholders and copies of such materialare filed contemporaneously with the Decision Maker in each Jurisdiction.

March21, 2002.

"PaulMoore"       "Lorne Morphy"