Securities Law & Instruments


Issuer that had previously been granted relief from continuous disclosure requirements is exempted from the certification requirements, subject to certain conditions.

Instrument Cited

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

July 22, 2005



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






(Multilateral Instrument 52-109)

WHEREAS New Look Eyewear Inc. (New Look) has applied for an exemption pursuant to section 4.5 of Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (MI 52-109) from the requirements contained in MI 52-109:

(a) to file annual certificates under section 2.1; and

(b) to file interim certificates under section 3.1.

AND WHEREAS, unless otherwise defined or the context otherwise requires, the defined terms used in this order have the meaning set out in Ontario Securities Commission Rule 14-501 Definitions;

AND WHEREAS the Director has considered the application and the recommendation of staff of the Ontario Securities Commission (the Commission);

AND WHEREAS New Look has represented to the Director that:

1. On April 21, 2005, New Look (the successor by amalgamation of Benvest Capital Inc., New Look AcquisitionCo Inc., 4287321 Canada Inc. and 4287304 Canada Inc.) was granted an order by the Commission exempting it from the requirements of National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) and from any comparable continuous disclosure requirements (the Continuous Disclosure Requirements) under the Act that had not yet been repealed or otherwise rendered ineffective as a consequence of the adoption of NI 51-102.

2. Benvest New Look Income Fund (the Fund), the owner of all of the common shares of New Look, is a reporting issuer in the Provinces of British Columbia, Alberta, Saskatchewan, Ontario, Québec, Newfoundland and Labrador and Nova Scotia (collectively, the Jurisdictions). The Fund is currently subject to the continuous disclosure requirements of NI 51-102. The units of the Fund (the Units) are listed on the Toronto Stock Exchange (the TSX).

3. The only outstanding securities of New Look are its exchangeable shares (the Exchangeable Shares) and its common shares (the Common Shares). Neither the Exchangeable Shares nor the Common Shares are listed or quoted on any stock market, traded on any automated quotation system or traded on any formal over-the-counter trading system;

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

THE DECISION of the Director under MI 52-109 is that, under section 4.5 of MI 52-109, the requirements contained in MI 52-109:

(a) to file annual certificates under Section 2.1 of MI 52-109; and

(b) to file interim certificates under Section 3.1 of MI 52-109;

shall not apply to New Look for so long as New Look and the Fund comply with the following conditions:

(a) the Fund is a reporting issuer in Québec and at least one of the jurisdictions listed in Appendix B to MI 45-102, and is an electronic filer under National Instrument 13-101;

(b) the Fund sends to all holders of Exchangeable Shares resident in the Jurisdictions all disclosure material furnished to holders of Units under the Continuous Disclosure Requirements;

(c) the Fund complies with the requirements of the TSX, or such other market or exchange on which the Units may be quoted or listed, in respect of making public disclosure of material information on a timely basis;

(d) New Look is in compliance with the requirements of the applicable statutory provisions in each of the Jurisdictions to issue a press release and file a report with the Jurisdictions upon the occurrence of a material change in respect of the affairs of New Look that is not also a material change in the affairs of the Fund;

(e) the Fund includes in all future mailings of proxy solicitation materials to holders of Exchangeable Shares a clear and concise insert explaining the reason for the mailed material being solely in relation to the Fund and not to New Look, such insert to include a reference to the economic equivalency between the Exchangeable Shares and Units and the right to direct voting at meetings of Unit holders;

(f) the Fund remains the direct or indirect beneficial owner of all of the issued and outstanding voting securities of New Look, other than the Exchangeable Shares; and

(g) New Look does not issue any securities, other than the Exchangeable Shares, securities issued to the Fund or its affiliates, or debt securities issued to banks, loan corporations, trust corporations, treasury branches, credit unions, insurance companies or other financial institutions.

"Iva Vranic"
Manager, Corporate Finance