Securities Law & Instruments

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- Application by parent company of direct and indirect subsidiaries that are reporting issuers for exemption from the requirement that the parent company file material contracts that are already filed by its subsidiaries -- exemption granted subject to certain conditions.

Instruments Cited

National Instrument 51-102 Continuous Disclosure Obligations

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ALBERTA, SASKATCHEWAN, MANITOBA, ONTARIO,

QUEBEC, NEW BRUNSWICK, NOVA SCOTIA

AND NEWFOUNDLAND AND LABRADOR,

(the Jurisdictions)

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM FOR

EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

QUEBECOR INC. (Quebecor or the Filer)

 

MRRS DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) and in Québec by a revision of a general order that will provide the same results as an exemption order (the Requested Relief) for an exemption from the requirements in regards to filing of material contracts of the Filer that it or certain of the Filer's subsidiaries are parties to (the Material Contracts).

Under the Mutual Reliance Review System for Executive Relief Applications:

(a) the Autorité des marchés financiers is the principal regulator for this application, and

(b) this MRRS decision document evidences the decision of each Decision Maker.

Interpretation

Defined terms contained in National Instrument 14-101 Definitions have the same meaning in this decision unless they are defined in this decision.

Representations

This decision is based on the following facts represented by the Filer:

1. Quebecor was incorporated under Part I of the Companies Act (Québec) (the Companies Act) by letters patent dated January 8, 1965 and was continued under Part IA of the Companies Act by certificate of continuance dated June 6, 1983. Quebecor is a reporting issuer in all of the provinces of Canada where such concept exists. The securities of Quebecor are listed on the Toronto Stock Exchange (the TSX) under the trading symbol "QBR".

2. The registered office of the Filer is located at 612, Saint-Jacques Street, Montréal, Québec, H3C 4M8.

3. Quebecor is a publicly-traded holding company whose investments include:

(i) a 84.44% interest in Quebecor World Inc. (QWI), a Canadian reporting issuer in all of the provinces of Canada where such concept exists, whose shares are listed on the TSX under the trading symbol "IQW";

(ii) a 54.72% in Quebecor Media Inc. (Quebecor Media), which itself has:

    • a 99.91% interest in TVA Group inc. (TVA), a Canadian reporting issuer in all of the provinces of Canada where such concept exists, whose shares are listed on the TSX under the trading symbol "TVA"; and

    • a 57.26% interest in Nurun Inc. (Nurun), a Canadian reporting issuer in all of the provinces of Canada where such concept exists, whose shares are listed on the TSX under the trading symbol "IFN".

4. None of Quebecor, QWI, Quebecor Media, TVA or Nurun are in default of any of their respective obligations under the Legislation as reporting issuers.

5. The Filer is a publicly-traded holding company whose assets include significant interests in Canadian publicly-traded companies that are subject to the same reporting requirements as the Filer.

6. The direct and indirect subsidiaries of the Filer relevant to this application are QWI, TVA, Nurun and their respective subsidiaries.

7. Under the Legislation, the Filer is required to file a copy of any contract material to the Filer that it or any of its subsidiaries, including QWI, TVA and Nurun, is a party to.

8. Under the Legislation, QWI, TVA and Nurun, all direct or indirect subsidiaries of the Filer and Canadian reporting issuers, are also required to file a copy of any contract material to them that they or any of their respective subsidiaries are parties to.

9. The relief requested would not be prejudicial to the public interest as the public will have access to copies of the Material Contracts filed by QWI, TVA and Nurun.

10. In absence of an exemption, the Filer would be responsible for filing those of the Material Contracts which are material to the Filer resulting in unnecessary duplication and added expense while at the same time providing no additional disclosure to the public.

Decision

Each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the decision has been met.

The decision of the Decision Makers under the Legislation is that:

(a) the Filer shall be exempt from the requirement of the Legislation to file a copy of any contract material to the Filer that QWI or any of QWI's subsidiaries is a party to, provided that QWI is (i) a reporting issuer that is required to file contracts material to QWI that QWI or any of its subsidiaries is a party to; and (ii) listed on the TSX;

(b) the Filer shall be exempt from the requirement of the Legislation to file a copy of any contract material to the Filer that TVA or any of TVA's subsidiaries is a party to, provided that TVA is (i) a reporting issuer that is required to file contracts material to TVA that TVA or any of its subsidiaries is a party to; and (ii) listed on the TSX;

(c) the Filer shall be exempt from the requirement of the Legislation to file a copy of any contract material to the Filer that Nurun or any of Nurun's subsidiaries is a party to, provided that Nurun is (i) a reporting issuer that is required to file contracts material to Nurun that Nurun or any of its subsidiaries is a party to; and (ii) listed on the TSX;

(d) the exemptions provided in this decision to the Filer are subject to the further condition that the Filer shall disclose in each of its Annual Information Forms that (i) QWI, TVA and Nurun, major direct and indirect subsidiaries of the Filer, are reporting issuers under Canadian securities Legislation; (ii) QWI, TVA and Nurun are subject to the same continuous disclosure obligations as is the Filer and that these obligations include the requirement to file annual and interim financial statements, material change reports and copies of material contracts; and (iii) investors who wish to do so may view such documents under the respective company profiles at www.sedar.com;

(e) the exemptions provided in this decision to the Filer are subject to the further condition that the Filer shall disclose in a material change report required to be filed under the Legislation that the material contract is available on SEDAR, under QWI, TVA or Nurun's profile, as applicable.

March 30, 2005.

"Jean St-Gelais"
Président-directeur général