Securities Law & Instruments

Headnote

Mutual Reliance Review Systemfor Exemptive Relief Applications - Issuer deemed to have ceasedto be a reporting issuer. Issuer's securities are publicly tradedbut not on any market in Canada. Canadian shareholders holdless than 10% of the issued and outstanding shares and willcontinue to receive foreign jurisdiction continuous disclosuredocuments.

Applicable Ontario Statutes

Securities Act, R.S.O. 1990,c. S.5, as am., s. 83.

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

THE PROVINCES OF BRITISH COLUMBIA,ALBERTA,

SASKATCHEWAN, MANITOBA, ONTARIO,QUÉBEC, NOVA SCOTIA

AND NEWFOUNDLAND AND LABRADOR

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

FLETCHER CHALLENGE FORESTSLIMITED

 

MRRS DECISION DOCUMENT

WHEREAS the local securitiesregulatory authority or regulator (the "Decision Maker")in each of the provinces of British Columbia, Alberta, Saskatchewan,Manitoba, Ontario, Québec, Nova Scotia and Newfoundlandand Labrador (the "Relevant Jurisdictions") has receivedan application (the "Application") from Fletcher ChallengeForests Limited (the "Issuer") for a decision underthe securities legislation of each of the Relevant Jurisdictions(the "Legislation") that the Issuer be deemed to haveceased to be a reporting issuer in each of the Relevant Jurisdictions;

AND WHEREAS under theMutual Reliance Review System for Exemptive Relief Applications(the "MRRS"), the British Columbia Securities Commissionis the principal regulator for the Application;

AND WHEREAS The Issuerhas represented to the Decision Makers as follows:

1. the Issuer is a corporationgoverned by the laws of New Zealand. Its registered officeis located at 8 Rockridge Avenue, Penrose, Auckland, New Zealand;general information regarding the Issuer can be found on itswebsite at www.fcf.co.nz;

2. as at March 6, 2002, theissued capital of the Issuer consisted of 929,507,897 OrdinaryShares and 1,859,015,794 Preference Shares held by a totalof approximately 38,500 shareholders; the Ordinary Sharesand Preference Shares are traded in the United States in theform of American Depository Shares (ADSs); the Ordinary Sharesand Preference Shares are listed on The New Zealand StockExchange and The Australian Stock Exchange and the ADSs arelisted on The New York Stock Exchange; there are no othersecurities of the Issuer, including debt securities, currentlyoutstanding;

3. as at March 6, 2002 therewere approximately 112 registered holders of Ordinary Sharesand Preference Shares in Canada holding an aggregate of 397,268Ordinary Shares and 466,402 Preference Shares representingapproximately 0.043% and 0.025%, respectively, of the totalnumber of issued and outstanding Ordinary Shares and PreferenceShares; the following is a list of the number of registeredholders of Ordinary Shares and Preference Shares residentin each of the Relevant Jurisdictions:

Alberta

6

British Columbia

51

Manitoba

1

Newfoundland

3

Nova Scotia

2

Ontario

38

Quebec

6

Saskatchewan

3

4. in November 1994, the OrdinaryShares of the Issuer were voluntarily delisted from The TorontoStock Exchange; none of the Ordinary Shares, Preference Sharesor any other outstanding securities of the Issuer are listedor quoted on any exchange in Canada;

5. the Issuer became a reportingissuer on June 1987 in the Relevant Jurisdictions when a prospectuswas filed for an offering of exchangeable shares by a wholly-ownedCanadian subsidiary of the Issuer; the Issuer is currentlya reporting issuer in each of the Relevant Jurisdictions andis not in default of any of the requirements of the Legislation;

6. following a number of reorganizations,in 2000 and 2001, the Issuer divested three of its four operatingdivisions. Following these divestitures, the Issuer no longerhad any significant business or assets in Canada;

7. the Issuer is subject tothe provisions of the United States Securities ExchangeAct of 1934, the rules and regulations of The New YorkStock Exchange, The New Zealand and Australian Stock Exchangesand applicable New Zealand securities and corporate law;

8. resident Canadian holdersof Ordinary Shares and Preference Shares will receive allthe materials that are mailed to holders of shares in NewZealand, Australia and several other jurisdictions, including,but not limited to, annual reports, semi-annual reports andproxy solicitation materials; these materials are substantiallysimilar to those materials required to be delivered by reportingissuers under the Legislation;

9. the Issuer's management,assets and business are primarily located in New Zealand andits business is conducted outside of Canada; and

10. the Issuer has no presentintention of seeking public financing by way of an offeringof its securities in Canada.

AND WHEREAS under MRRS,this MRRS Decision Document evidences the decision of each DecisionMaker (collectively, the "Decision");

AND WHEREAS each of theDecision Makers is satisfied that the test contained in theLegislation that provides the Decision Maker with the jurisdictionto make the Decision has been met;

THE DECISION of the DecisionMakers under the Legislation is that the Issuer is deemed tohave ceased to be a reporting issuer in the Relevant Jurisdictions.

July 2, 2002.

"Brenda Leong"