Securities Law & Instruments

Headnote

Issuer of exchangeable shares exempted from the requirements of NI 51-102 concerning MD&A with respect to interim financial statements and from the requirements in MI 52-109 to file certificates, subject to certain conditions.

Insruments Cited

National Instrument 51-102 -- Continuous Disclosure Obligations, sections 5.1, 5.6, 13.1.

Multilateral Instrument 52-109 -- Certification of Disclosure in Issuers' Annual and Interim Filings, section 4.5.

IN THE MATTER OF

THE SECURITIES ACT

R.S.O. 1990, C.S. 5, AS AMENDED (the Act)

AND

IN THE MATTER OF

GENESYS CONFERENCING LTD.

 

ORDER

(Section 13.1 of NI 51-102 and section 4.5 of MI 52-109)

WHEREAS on March 16, 2001 Genesys Conferencing Ltd. (formerly Astound Inc.) (Genesys Canada) was granted an order (the Original Order) by the Ontario Securities Commission (the Commission) exempting Genesys Canada from the requirements set out in Sections 75, 77, 78, 79, 81, 85, 86, 107, 108 and 109 of the Act, subject to certain conditions, including that Genesys Conferencing S.A. (Genesys S.A.) send to all holders of Exchangeable Shares (as such term is defined in the Original Order) resident in Ontario all disclosure material furnished to holders of Genesys S.A. shares or American Depositary Shares resident in the United States and that Genesys S.A. file with the Commission all documents required to be filed by it with the U.S. Securities and Exchange Commission;

AND WHEREAS Genesys Canada gave notice to the Commission on June 16, 2004 pursuant to Section 13.2 of National Instrument 51-102 -- Continuous Disclosure Obligations (NI 51-102) of its intention to continue to rely on the Original Order with respect to continuous disclosure requirements existing before NI 51-102 came into force that are substantially similar to provisions of NI 51-102;

AND WHEREAS since the date of the Original Order, Genesys Canada has become subject to certain requirements contained in NI 51-102 and in Multilateral Instrument 52-109 -- Certification of Disclosure in Issuers' Annual and Interim Filings (MI 52-109) from which the Original Order does not provide exemption;

AND WHEREAS Genesys Canada has applied for:

(a) a decision of the Director pursuant to Section 13.1 of NI 51-102 that Genesys Canada be exempted from the requirements of NI 51-102 concerning management's discussion and analysis relating to interim financial statements (the Interim MD&A Requirement); and

(b) a decision of the Director pursuant to Section 4.5 of MI 52-109 that Genesys Canada be exempted from the requirements in MI 52-109 to file certificates;

AND UPON Genesys Canada having represented to the Director that:

1. Genesys S.A., the owner of all the common shares of Genesys Canada, is a public company in France, the shares of which are listed on the Nouveau Marché of Euronext Paris (the Paris Bourse) and the American Depository Shares of which are quoted for trading on the NASDAQ National Market;

2. Genesys S.A. is currently subject to the reporting requirements of the Commission des Opérations de Bourse and the Nouveau Marché of Euronext Paris and is not a reporting issuer in Ontario or under the securities legislation of any other province or territory of Canada. Genesys S.A. is a registrant under the Securities Exchange Act of 1934 (United States), as amended and files registration statements on Form F-4 with the Securities and Exchange Commission;

3. Genesys Canada's shares are not listed or quoted on any stock market, traded on any automated quotation system or traded on any formal over-the-counter trading system;

4. Genesys Canada completed the transaction contemplated in the Original Order on March 27, 2001 through a plan of arrangement under the Business Corporations Act (Ontario) (the Transaction);

5. Genesys Canada is not exempt from the requirements of NI 51-102 and MI 52-109 under Section 13.3 of NI 51-102 and Section 4.3 of MI 52-109, because the Exchangeable Shares issued as a result of the Transaction do not give the holders thereof voting rights that are equivalent to the underlying securities, and thus are not a "designated exchangeable security" for the purposes of that definition in Section 13.3 of NI 51-102;

AND UPON the Director being satisfied that the tests contained in NI 51-102 and MI 52-109 that provide the Director with the jurisdiction to make the following decision have been met;

THE DECISION of the Director pursuant to Section 13.1 of NI 51-102 and Section 4.5 of MI 52-109 is that the Interim MD&A Requirement and the requirement to file certificates under MI 52-109 shall not apply to Genesys Canada, for so long as Genesys Canada and Genesys S.A. comply with the conditions of the Original Order.

August 11, 2004.

"Erez Blumberger"