Securities Law & Instruments

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - issuer deemed to be no longer a reportingissuer under the Act.

Applicable Ontario Statutory Provisions

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

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

ALBERTA, SASKATCHEWAN AND

ONTARIO

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

URBCO INC

 

MRRS DECISION DOCUMENT

1. WHEREAS the Canadian securities regulatoryauthority or regulator (the "Decision Maker") ineach of Alberta, Saskatchewan and Ontario (the "Jurisdictions")has received an application from Urbco Inc. ("Urbco"or the "Filer") for a decision under the securitieslegislation of the Jurisdictions (the "Legislation")that the Filer be declared to no longer be a reporting issuer,or the equivalent thereof, under the Legislation;

2. AND WHEREAS pursuant to the Mutual RelianceReview System for Exemptive Relief Applications (the "System")the Alberta Securities Commission is the principal regulatorfor this application;

3. AND WHEREAS the Filer has represented tothe Decision Makers that:

3.1 Urbco was incorporated under the lawsof Alberta, with its head office in Calgary, Alberta;

3.2 The authorized capital of Urbco consistedof an unlimited number of common shares and an unlimitednumber of preferred shares of which 10,341,691 Urbco CommonShares, no preferred shares and no public debt securitieswere issued and outstanding prior to the date of the arrangementagreement described below;

3.3 pursuant to the terms and conditionsof an arrangement agreement dated April 12, 2002 (the "ArrangementAgreement") among Urbco, 981891 Alberta Ltd. ("Albertaco"),Northern Property Limited Partnership (the "Partnership"),NewNorth Projects Ltd. ("NewNorth"), NorthernProperty Trust (NP Trust") and Northern Property RealEstate Investment Trust ("NPR"):

3.3.1 the Articles of Incorporation ofUrbco were amended to convert all of the issued and outstandingUrbco common shares ("Urbco Common Shares")into:

3.3.1.1 Urbco non-voting preferred shares("Urbco Non-Voting Preferred Shares") havingan aggregate redemption value equal to:

3.3.1.1.1 the cash payment to be madeto the Urbco shareholders (the "Shareholders");

3.3.1.1.2 the aggregate principalamount of the NewNorth debentures ("NewNorthDebentures");

3.3.1.1.3 the aggregate value of theNewNorth shares ("NewNorth Shares") as determinedby the board of directors; and

3.3.1.2 new Urbco Common Shares;

on the basis of one Urbco Non-Voting PreferredShare and one new Urbco Common Share for each existingUrbco Common Share;

3.3.2 NPR acquired Albertaco preferredshares ("Albertaco Preferred Shares") havingan aggregate redemption value equal to the aggregate redemptionvalue of the Urbco Non-Voting Preferred Shares;

3.3.3 Albertaco acquired all the NewNorthDebentures and NewNorth Shares;

3.3.4 Albertaco acquired the Urbco Non-VotingPreferred Shares from the Urbco Shareholders in exchangefor a combination of cash, the transfer and assignmentof the NewNorth Shares and the transfer and assignmentof the NewNorth Debentures;

3.3.5 Albertaco and Urbco amalgamatedand now continue as one corporation under the name "UrbcoInc.";

3.3.6 pursuant to the amalgamation ofAlbertaco and Urbco, the issued and outstanding securitiesof Urbco and Albertaco were exchanged as follows:

3.3.6.1 each Albertaco Preferred Sharewas exchanged for one non-voting preferred share ofamalgamated Urbco;

3.3.6.2 the one outstanding Albertacocommon share was exchanged for one new Urbco commonshare of amalgamated Urbco ("Urbco Common Share");

3.3.6.3 each existing Urbco Common Sharewas exchanged for one new Urbco Common Share of amalgamatedUrbco;

3.3.6.4 the Urbco Common Shares wereconsolidated on a basis determined by the board of directorsso that, after giving effect to the number of unitsof NPR ("Units") issued under the Public Offering,the exchange of Urbco Common Shares for Units of NPRor Class B LP Units under the Arrangement occurred ona one for one basis (as more particularly describedin the Arrangement Agreement); and

3.3.6.5 each Urbco Non-Voting PreferredShare was be cancelled without any repayment of capitalin respect thereof;

3.3.7 amalgamated Urbco redeemed for cashthe non-voting preferred shares of amalgamated Urbco andrepurchased the one Urbco Common Share of amalgamatedUrbco owned by NPR for a nominal amount;

3.3.8 all of the right, title and interestin the new Urbco Common Shares of holders, other thanDissenting Shareholders (as that term is defined in theArrangement Agreement), who were resident in Canada andwho met the applicable qualifications, and properly electedto receive Class B LP Units under the Arrangement, wereexchanged for Class B LP Units of the Partnership on thebasis of one Class B LP Unit for each such Urbco CommonShare (as those terms are defined in the Arrangement Agreement);

3.3.9 all of the right, title and interestin the new Urbco Common Shares of the remaining holders(other than Dissenting Shareholders) were exchanged forUnits of NPR on the basis of one Unit for each such UrbcoCommon Share;

3.3.10 NPR transferred all its Urbco CommonShares to NP Trust in exchange for Series 1 Trust Notes(as defined in the Arrangement Agreement);

3.3.11 NP Trust transferred all such UrbcoCommon Shares to the Partnership in exchange for a PartnershipLoan (as defined in the Arrangement Agreement);

3.3.12 NPR issued to the holders of ClassB LP Units for no consideration one Special Voting Unit(as defined in the Arrangement Agreement) for each ClassB LP Unit held; and

3.3.13 all outstanding Options which hadnot been exercised prior to the Effective Date were cancelledand the Optionholders who did not exercise their Optionsbut instead became parties to the Arrangement Agreementreceived that number of Units of NPR or cash, at theirelection, equal to the difference between the fair valueof the Options immediately prior to the Arrangement andthe exercise price of their Options (as those terms aredefined in the Arrangement Agreement);

3.4 an arrangement resolution to approvethe arrangement (the "Arrangement") as set outin the Urbco information circular dated April 15, 2002 andon the terms and conditions disclosed in the ArrangementAgreement was approved by Urbco Shareholders at a specialmeeting held on May 13, 2002, and was approved by the Courtof Queen's Bench of Alberta on May 17, 2002;

3.5 the Arrangement was effected pursuantto articles of arrangement dated May 30, 2002 (the "EffectiveDate") and as a result thereof the Filer became a reportingissuer, or the equivalent thereof, in the Jurisdictionson the Effective Date;

3.6 the Filer is a reporting issuer or theequivalent thereof in each of the Jurisdictions and is notin default of any of the requirements under the Legislation;and

3.7 the Filer does not intend to make anoffering of its securities to the public and none of itssecurities are listed or quoted on any exchange or quotationsystem in Canada or trade over-the-counter;

4. AND WHEREAS under the System, this MRRSDecision Document evidences the decision of each DecisionMaker (collectively, the "Decision");

5. AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the jurisdiction to makethe Decision has been met;

6. THE DECISION of the Decision Makers underthe Legislation is that the Filer is hereby declared to nolonger be a reporting issuer in each of the Jurisdictions.

September 27, 2002.

"Patricia M. Johnston"