Arbec Forest Products Inc. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- issuer deemed to have ceased to be a reporting issuer.

Ontario Statutes

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

June 29, 2006

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

QUEBEC, ONTARIO, ALBERTA,

SASKATCHEWAN, NOVA SCOTIA,

NEW BRUNSWICK, NEWFOUNDLAND

AND LABRADOR (the "Jurisdictions")

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

ARBEC FOREST PRODUCTS INC.

(the "Filer" or "Arbec")

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") revoking the reporting issuer status of the Filer under the Legislation (the "Requested Relief").

Under the Mutual Reliance Review System for Exemptive 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. The Filer is the corporation resulting from the amalgamation (the "Amalgamation") of Uniforêt Inc. ("Uniforêt") and three wholly-owned subsidiaries, Uniforêt Scierie Pâte Inc., Foresterie Port-Cartier Inc. and 3735061 Canada Inc. on January 1, 2005.

2. The head office of the Filer is located at 8000 Langelier Blvd, Suite 506, Saint-Léonard, Québec, H1P 3K2.

3. Uniforêt was incorporated under the Canada Business Corporations Act (the "CBCA") on November 22, 1993. On May 9, 2005, Uniforêt changed its name to Arbec Forest Products Inc.

4. The authorized share capital of the Filer consists of an unlimited number of class A subordinate voting Shares ("SVS"), class B multiple voting Shares ("MVS") and of preferred shares issuable in one or more series. A total of 60,020,765 SVS and 7,728,889 MVS were issued and outstanding as of February 24, 2006.

5. The Filer had been a reporting issuer in the Jurisdictions since June 27, 1995. The Filer, as the issuer resulting from the Amalgamation, is deemed to be a reporting issuer under the Legislation.

6. The Filer is not in default of its requirements under the Legislation of the Jurisdictions, except it has not filed its interim unaudited financial statements for the periods ended March 31, 2002, June 30, 2002 and September 30, 2002 in Alberta.

7. The SVS commenced trading on the Montreal Exchange in June 27, 1995, and with the reorganization of the Canadian stock exchanges, were subsequently listed on the TSX Exchange and traded under the symbol "ABRSV".

8. On February 3, 2006, the Filer announced that Jolina Capital Inc. ("Jolina") intended to acquire all of the issued and outstanding SVS, including the SVS issuable upon the conversion of the MVS (and including SVS which may become outstanding after the date of the Offer and prior to the Expiry Time upon the exercise of stock options and other rights) (collectively, the "Shares") in the capital of the Filer (the "Offer").

9. The take-over bid circular in respect of the Offer dated February 24, 2006, was mailed to the shareholders of Arbec on March 1, 2006.

10. On April 6, 2006, the Offer was successfully completed. As of April 6, 2006, Jolina controlled, upon take-up of the Shares deposited in the Offer, approximately 87% of the issued and outstanding Shares since 37,619,120 Shares of the Filer representing approximately 81% of the outstanding Shares (excluding Shares held by Jolina) were validly tendered to the Offer.

11. On April 6, 2006, Jolina extended the Offer to April 24, 2006. On April 24, 2006, Jolina announced that it was taking up and paying for 1,678,714 Shares and extended the Offer until May 10, 2006.

12. On May 10, 2006, Jolina announced that it was taking up and paying for 2,209,784 Shares and extended the Offer until May 26, 2006.

13. On May 26, 2006, Jolina announced that it was taking up and paying for 1,423,839 Shares. As a result, on May 26, 2006, Jolina controlled approximately 94.6% of the issued and outstanding Shares since 42,931,457 Shares of the Filer representing 92.1% of the outstanding Shares (excluding Shares held by Jolina) were validly tendered to the Offer.

14. On May 26, 2006, as the Offer was accepted by holders of greater than 90% of the Shares not previously held by Jolina, Jolina took steps to acquire the remainder of the Shares pursuant to the compulsory acquisition provisions contained in the Canadian Business Corporations Act.

15. The compulsory acquisition notice dated May 26, 2006 was sent to the shareholders of Arbec on May 31, 2006 and the funds required to take-up all the Shares were deposited with the transfer agent on May 30, 2006. Consequently, on May 31, 2006, a certificate representing all the Shares was issued to Jolina. As a consequence, on May 31, 2006 Jolina became the sole owner of the outstanding securities of the Filer.

16. The Shares were delisted from the TSX on May 30, 2006, and no securities of the Filer are listed or traded on any marketplace as defined in National Instrument 21-101 Marketplace Operation.

17. The Filer surrendered its status as a reporting issuer in British Columbia, effective June 12, 2006.

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 the Requested Relief is granted.