Securities Law & Instruments

Headnote

National Policy 11-203 Process For Exemptive Relief Applications in Multiple Jurisdictions -- Exemption from requirement to file annual and interim financial statements and related MD&A subject to condition that combined financial statements of real estate investment trust and new company are filed and MD&A based on the combined financial statements is filed -- new company wants relief from Parts 4 and 5 of NI 51-102 -- exemption granted provided combined financial statements are filed -- new company wants relief from Parts 6 and sections 9.1(2)(a) and 11.6 of NI 51-102.

Exemption from various disclosure obligations granted to new company -- exemption granted subject to conditions including that real estate investment trust and new company continue to comply with conditions of continuous disclosure relief.

Exemption from certification requirements to permit real estate investment trust to file modified certificates which refer to combined financial statements -- new company granted relief from certification requirements -- exemption granted subject to conditions.

Exemption from basic qualification criteria granted to real estate investment trust and new company -- exemption granted subject to conditions including that real estate investment trust and new company continue to comply with conditions of continuous disclosure relief.

Exemption from the prospectus requirements in respect of certain trades -- relief conditional upon each unit of real estate investment trust being stapled to a unit of the subsidiary and to trade as a stapled unit -- the first trade of any security acquired as a result of any such trade shall be deemed to be a distribution under the legislation of the jurisdiction where the trade takes place unless applicable resale conditions in National Instrument 45-102 Resale of Securities are satisfied -- relief will terminate if units of real estate investment trust are not stapled to units of subsidiary and vice versa.

Applicable Legislative Provisions

Securities Act (Ontario), R.S.O. 1990, c. S.5, as am., s. 74(1).

National Instrument 51-102 Continuous Disclosure Obligations.

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

National Instrument 52-110 Audit Committees.

National Instrument 58-101 Corporate Governance.

National Instrument 44-101 Short Form Prospectus Distributions.

Citation: Northern Property Real Estate Investment Trust, Re, 2010 ABASC 535

November 12, 2010

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ALBERTA AND ONTARIO

(the Jurisdictions)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

NORTHERN PROPERTY REAL ESTATE

INVESTMENT TRUST (the Filer) ON ITS OWN

BEHALF AND ON BEHALF OF NORSERCO INC.

(NorSerCo)

DECISION

Background

The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Maker) has received an application (the Application) from the Filer on its own behalf and on behalf of NorSerCo, a new corporation to be formed pursuant to the proposed reorganization of the Filer by way of a plan of arrangement (the Plan of Arrangement) under section 193 of the Business Corporations Act (Alberta) (the ABCA), for a decision under the securities legislation of the Jurisdictions (the Legislation) for the following relief (the Exemption Sought) in connection with the Plan of Arrangement:

(a) pursuant to section 13.1 of NI 51-102 Continuous Disclosure Obligations (NI 51-102), that the Filer be exempted from the obligations in sections 4.1(1), 4.3(1) and 4.6 of NI 51-102 relating to the filing of annual and interim financial statements on a standalone basis, and to the delivery of the same, along with the accompanying annual or interim management's discussion and analysis (MD&A), to the holders of the Filer's trust units (the NP REIT Unitholders) and the holders of the Filer's special voting units (collectively, the Unitholders) (the Filer's Financial Disclosure Requirements);

(b) pursuant to section 13.1 of NI 51-102, that NorSerCo be exempted from the obligations in Parts 4 and 5 of NI 51-102 relating to the filing of annual and interim financial statements and MD&A, respectively, on a standalone basis, and relating to the delivery of the same to the shareholders of NorSerCo (the NorSerCo Financial Disclosure Requirements);

(c) pursuant to section 13.1 of NI 51-102, that NorSerCo be exempted from: (i) the disclosure obligations in Parts 6 and 7 of NI 51-102 relating to annual information forms (AIFs) and material change reports respectively; and (ii) the disclosure obligations in sections 9.1(2)(a) and 11.6 of NI 51-102 relating to management information circulars (collectively, the Specified Continuous Disclosure Requirements);

(d) pursuant to section 3.1 of National Instrument 58-101Disclosure of Corporate Governance Practices (NI 58-101), that NorSerCo be exempted from the corporate governance disclosure requirements of NI 58-101 (the Corporate Governance Disclosure Requirements);

(e) pursuant to section 8.6 of National Instrument 52-109Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109), that the Filer be exempted from the requirements of sections 4.2 and 5.2 of NI 52-109 in respect of filing the chief executive officer (CEO) and chief financial officer (CFO) certificates that the Filer would normally have to file if it prepared annual and interim financial statements and MD&A on a standalone basis (the Certificate Form Requirement);

(f) pursuant to section 8.6 of NI 52-109, that NorSerCo be exempted from the requirements of NI 52-109 (the Certification Requirements) in respect of filing the CEO and CFO certificates that would, in the absence of the requested relief, normally be required in support of any interim and annual filings of NorSerCo;

(g) pursuant to section 8.1 of National Instrument 44-101 Short Form Prospectus Distributions (NI 44-101), that the Filer be exempted from certain of the basic qualification criteria contained in sections 2.2(d)(i) and 2.2(e) of NI 44-101 for eligibility to file a short form prospectus, in particular the requirement that the Filer have current annual financial statements for any period for which the Filer files Combined or Consolidated Financial Statements (as defined in paragraph 16 below) and that the Filer have equity securities listed and posted for trading on a short form eligible exchange (collectively, the Filer Short Form Criteria);

(h) pursuant to section 8.1 of NI 44-101, that NorSerCo be exempted from certain of the basic qualification criteria contained in sections 2.2(d) and 2.2(e) of NI 44-101 for eligibility to file a short form prospectus, in particular the requirements that NorSerCo have current annual financial statements, a current annual information form (AIF) and equity securities listed and posted for trading on a short form eligible exchange (the NorSerCo Short Form Criteria); and

(i) that NorSerCo be exempted from the requirement under the Legislation to file a prospectus in connection with the distribution of NorSerCo Common Shares (as defined in paragraph 8 below) to a trustee, officer or employee of the Filer in connection with options currently outstanding, or that may be issued in the future, under the Filer's unit option plan (the NorSerCo Prospectus Requirements).

Further, the securities regulatory authority or regulator in each of the Jurisdictions has received a request from the Filer for a decision that the Application and this decision be kept confidential and not be made public until the earliest of:

(a) the date on which the Filer publicly announces the Plan of Arrangement;

(b) the date on which the Filer advises the principal regulator that there is no longer any need for the Application and this decision to remain confidential; and

(c) 90 days after the date of this decision

(the Confidentiality Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):

(a) the Alberta Securities Commission is the principal regulator for this application;

(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each of British Columbia, Saskatchewan, Manitoba, Québec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Yukon, the Northwest Territories, and Nunavut; and

(c) this decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

Terms defined in National Instrument 14-101 Definitions or MI 11-102 have the same meaning if used in this decision, unless otherwise defined.

Representations

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

1. The Filer is an unincorporated open-ended "mutual fund trust" (for the purposes of the Income Tax Act (Canada) (the Tax Act)) that was created on January 2, 2002 pursuant to a declaration of trust as from time to time amended and restated (the NP REIT Declaration of Trust) and is governed under the laws of Alberta.

2. The Filer's principal and head office is located in Calgary, Alberta.

3. The Filer's principal business is to own and operate or lease "real or immoveable property" as defined under section 122.1 of the Tax Act (Real Property), directly and through various subsidiaries, in British Columbia, Alberta, the Northwest Territories, Nunavut and Newfoundland and Labrador.

4. The authorized capital of the Filer consists of an unlimited number of trust units (NP REIT Units) and an unlimited number of special voting units (NP REIT Voting Units). As of September 14, 2010, there were 23,273,060 NP REIT Units and 1,897,705 NP REIT Voting Units issued and outstanding.

5. The NP REIT Units are listed and posted for trading on the Toronto Stock Exchange (the TSX) under the symbol "NPR.UN".

6. The Filer is a reporting issuer in each of the provinces and territories of Canada, and is not in default of the securities legislation in any of the provinces and territories of Canada.

7. The purpose of the Plan of Arrangement is to ensure that the Filer continues to qualify as a "real estate investment trust" for Canadian income tax purposes in order for it to be exempt from the application of income tax on "SIFT trusts" (as defined in the Tax Act) that will, without the completion of the Plan of Arrangement, apply to the Filer on January 1, 2011.

8. Pursuant to the Plan of Arrangement, NorSerCo will be incorporated under the laws of Alberta and the Filer will transfer the majority of its assets, other than its Real Property, to NorSerCo for consideration that will include common shares in the capital of NorSerCo (NorSerCo Common Shares) that will be issued to the Filer.

9. As part of the Plan of Arrangement, the Filer will make a distribution (the Distribution) to NP REIT Unitholders of one NorSerCo Common Share per NP REIT Unit held by the NP REIT Unitholders. Consequently, following the completion of the Plan of Arrangement, each NP REIT Unitholder will hold an equal number of NP REIT Units and NorSerCo Common Shares. Pursuant to section 2.11 of National Instrument 45-106 Prospectus and Registration Exemptions (NI 45-106), the Distribution will be exempt from the prospectus requirements.

10. At the time of the Distribution, each NP REIT Unit will be stapled to a NorSerCo Common Share (together, a Stapled Security) and the two securities will trade together as Stapled Securities on the TSX (the Stapled Structure). Thereafter, an NP REIT Unit will only be issued, transferred or redeemed together with a NorSerCo Common Share unless the Stapled Securities become unstapled in accordance with the limited circumstances set out in paragraph 13 below.

11. The Stapled Securities will be listed and posted for trading on the TSX in substitution for the NP REIT Units. The NP REIT Units and NorSerCo Common Shares underlying the Stapled Securities will be separately listed, but not posted for trading, on the TSX.

12. Following the Plan of Arrangement, the Filer will continue to hold (directly or through its subsidiaries) all of its Real Property, some of which will be leased to NorSerCo (directly or through its subsidiaries). The sole assets of the Filer will be its direct and indirect ownership interests in certain Real Property and assets incidental thereto. As such, due to the necessary interaction between the business and the assets of the Filer and NorSerCo respectively, any business decision taken by either the Filer or NorSerCo with respect to their respective assets will, due to the structure of the Filer and NorSerCo following the Plan of Arrangement, have a corresponding effect on the other entity.

13. The Stapled Securities will only become unstapled: (a) in the event that NP REIT Unitholders vote in favour of the unstapling of NP REIT Units and NorSerCo Common Shares; or (b) at the sole discretion of the trustees of the Filer, or the directors of NorSerCo, upon an event of bankruptcy or insolvency of any of the Filer, NorSerCo or their respective subsidiaries.

14. The initial directors of NorSerCo will be the current trustees of the Filer. In addition, it is expected that one new independent director will join the board of directors of NorSerCo. The senior management of NorSerCo will be the same as the senior management of the Filer.

15. Upon completion of the Plan of Arrangement, the NP REIT Units and the NorSerCo Common Shares will not trade separately; rather, they will trade as part of the Stapled Securities except in the limited circumstances set out in paragraph 13 above. The economic interest of a holder of Stapled Securities (a Stapled Security Holder) will be in the Filer and NorSerCo together.

16. Provided that the Stapled Securities are not unstapled, the financial information most relevant to Stapled Security Holders following the Plan of Arrangement will be that of the Filer and NorSerCo on either a combined or consolidated basis. Accordingly, while the Stapled Structure persists, in order to ensure that the most relevant information is provided to a Stapled Security Holder, the Filer proposes filing one set of financial statements prepared on a combined or consolidated basis (Combined or Consolidated Financial Statements) using the accounting principles applicable to the Filer pursuant to the securities legislation of the Jurisdictions (Applicable Accounting Principles) to reflect the financial condition of the Filer and NorSerCo.

17. If the requested relief is granted, NorSerCo will not file standalone financial statements. Given that the current external auditor of the Filer was appointed by the NP REIT Unitholders, who necessarily and by virtue of the Stapled Structure will be the shareholders of NorSerCo, the initial auditor of the Filer will be appointed as the external auditor for NorSerCo. NorSerCo will appoint an audit committee that is comprised of the same persons as the Filer's audit committee.

18. If, after completion of the Plan of Arrangement, the Filer wishes to raise capital by issuing NP REIT Units, pursuant to a short form prospectus or otherwise, it is expected that NorSerCo will be required, under the terms of a support agreement to be entered into between NorSerCo and the Filer, to issue the same number of NorSerCo Common Shares as the number of NP REIT Units issued in connection with the proposed financing simultaneous with the issuance by the Filer of such NP REIT Units. Any such NorSerCo Common Shares and NP REIT Units will trade together as Stapled Securities except in the limited circumstances described in paragraph 13 above. The net proceeds of any offering of NP REIT Units and NorSerCo Common Shares will be allocated between the Filer and NorSerCo based on the relative values of the NP REIT Units and the NorSerCo Common Shares at the time of the offering.

19. If the Filer and NorSerCo rely on the requested relief from the Filer Short Form Criteria and the NorSerCo Short Form Criteria to distribute Stapled Securities, they will file a single short form prospectus qualifying the distribution of securities of each issuer (a Joint Prospectus), which will incorporate by reference the following documents:

(a) the Filer's then current AIF (the Filer's Current AIF);

(b) if NorSerCo files separate AIFs, its then current AIF (NorSerCo's Current AIF);

(c) the then most recent audited annual consolidated financial statements of the Filer or audited annual Combined or Consolidated Financial Statements, as the case may be, together with the related MD&A;

(d) if, at the date of the Joint Prospectus, the Filer has filed or is required to file interim Combined or Consolidated Financial Statements for a period subsequent to its then most recent financial year-end, such interim financial statements together with the related interim MD&A;

(e) if NorSerCo files standalone financial statements for any period in respect of which the Filer's financial statements are incorporated by reference, such standalone financial statements and related MD&A;

(f) if the Filer or NorSerCo files Combined or Consolidated Financial Statements for any period for which either the Filer or NorSerCo has filed standalone financial statements, such Combined or Consolidated Financial Statements together with the related MD&A;

(g) any notice filed by NorSerCo indicating that it is relying on financial statements, MD&A, AIF, material change reports or statements of executive compensation filed by the Filer, including any summary financial information (as defined in section 13.4 of NI 51-102) attached thereto;

(h) the content of any news release or other public communication that is disseminated by the Filer or by NorSerCo prior to the filing of the Joint Prospectus and that contains historical financial information about one or both of the Filer and NorSerCo for a period more recent than the end of the most recent period for which financial statements are required under paragraphs (c) through (f) above;

(i) any material change report of the Filer or NorSerCo, other than a confidential material change report, filed by the Filer under Part 7 of NI 51-102 or by NorSerCo in accordance with this decision since the end of the financial year in respect of which the Filer's Current AIF (or NorSerCo's Current AIF, if applicable) is filed;

(j) any business acquisition report filed by the Filer or NorSerCo under Part 8 of NI 51-102 for acquisitions completed since the beginning of the financial year in respect of which the Filer's Current AIF (or NorSerCo's Current AIF, if applicable) is filed, unless:

(i) the business acquisition report is incorporated by reference in an AIF that is itself incorporated by reference in the Joint Prospectus; or

(ii) at least nine months of the relevant business operations are reflected in annual financial statements that are incorporated by reference in the Joint Prospectus;

(k) any information circular filed by the Filer under Part 9 of NI 51-102, or by NorSerCo in accordance with this decision, since the beginning of the financial year in respect of which the Filer's Current AIF (or NorSerCo's Current AIF, if applicable) is filed, other than an information circular prepared in connection with an annual general meeting of either the Filer or NorSerCo if it has filed and incorporated by reference in the Joint Prospectus an information circular for a later annual general meeting; and

(l) any other disclosure document which the Filer or NorSerCo has filed pursuant to an undertaking to a provincial and territorial securities regulatory authority, or pursuant to an exemption from any requirement of securities legislation of a Canadian jurisdiction, since the beginning of the financial year in respect of which the Filer's Current AIF (or NorSerCo's Current AIF, if applicable) is filed.

20. The Filer intends to make consequential amendments to its unit option plan and its long term incentive plan to address the Stapled Structure. Such plans will provide that where a trustee, officer or employee of the Filer (each a Participant) is entitled to receive an NP REIT Unit in accordance with the applicable plan, such Participant will simultaneously be issued a NorSerCo Common Share by NorSerCo, which securities will, upon issuance, be stapled together as Stapled Securities.

21. NorSerCo cannot rely on the prospectus exemption in section 2.24 of NI 45-106 (the Employee Exemption) in connection with distributions of NorSerCo Common Shares (via the Stapled Structure) to Participants because the Employee Exemption applies only to distributions of NP REIT Units to such persons (i.e., it does not apply to distributions of NorSerCo Common Shares to Participants, such persons not being trustees, officers or employees of NorSerCo).

Decision

1. Each of the Decision Makers is satisfied that this decision satisfies the test set out in the Legislation for the Decision Maker to make the decision.

2. The decision of the Decision Makers under the Legislation is that the Exemption Sought is granted for so long as (i) each NorSerCo Common Share is stapled to an NP REIT Unit and each NP REIT Unit is stapled to a NorSerCo Common Share, so that each NorSerCo Common Share and each NP REIT Unit trade together as a Stapled Security, and (ii) NorSerCo has no outstanding securities other than the NorSerCo Common Shares, the special shares from time to time issuable in consideration for property acquisitions, in tandem with units of a partnership exchangeable, ultimately, for NP REIT Units, and debt securities that are stapled to debt securities of the Filer, provided that:

(a) in respect of the Filer's Financial Disclosure Requirements and the NorSerCo Financial Disclosure Requirements:

(i) the Filer and NorSerCo continue to satisfy the conditions set out in paragraph (b) of this section 2;

(ii) the Filer files, under its profile on the System for Electronic Document Analysis and Retrieval (SEDAR), Combined or Consolidated Financial Statements prepared in accordance with Applicable Accounting Principles;

(iii) any Combined or Consolidated Financial Statements filed by the Filer include the components specified in sections 4.1(1) of NI 51-102 (for annual financial reporting periods) and 4.3(2) of NI 51-102 (for interim financial reporting periods);

(iv) the Combined or Consolidated Financial Statements filed by the Filer provide in the notes thereto segmented financial information for each of NorSerCo and the Filer if and to the extent required under Applicable Accounting Principles;

(v) the annual Combined or Consolidated Financial Statements filed by the Filer are audited;

(vi) prior to filing its unaudited Combined or Consolidated Financial Statements for each interim period during its financial year ending December 31, 2011 the Filer and its auditor have concluded that the preparation of Combined or Consolidated Financial Statements is acceptable under International Financial Reporting Standards as issued by the International Accounting Standards Board;

(vii) the Combined or Consolidated Financial Statements filed by the Filer are accompanied by the fee, if any, applicable to filings of annual financial statements;

(viii) the MD&A of the Filer is prepared with reference to the Combined or Consolidated Financial Statements;

(ix) NorSerCo files a notice under its SEDAR profile indicating that it is relying on the financial statements and related MD&A filed by the Filer and directing readers to refer to the Filer's SEDAR profile;

(x) on each date on which the Filer files Combined or Consolidated Financial Statements, NorSerCo files under its SEDAR profile, together with the notice referred to in paragraph (viii) above, summary financial information (as defined in section 13.4 of NI 51-102) for the periods covered by the Combined or Consolidated Financial Statements, as the case may be, filed on that date by the Filer, presented in separate columns for each of the following:

(A) NorSerCo and its subsidiaries on a consolidated basis;

(B) the Filer and its subsidiaries on a consolidated basis; and

(C) total combined or consolidated, as applicable;

(xi) the Filer continues to satisfy the requirements set out in NI 52-110;

(xii) the audit committee of the Filer is responsible for:

(A) overseeing the work of the external auditors engaged for the purposes of auditing the Combined or Consolidated Financial Statements under Applicable Accounting Principles; and

(B) resolving disputes between the external auditors and management of both the Filer and NorSerCo regarding financial reporting; and

(xiii) the Filer continues to satisfy the requirements of section 4.6 of NI 51-102, except that for each financial reporting period in respect of which Combined or Consolidated Financial Statements are prepared, the Filer shall only be required to send to NP REIT Unitholders copies of the Combined or Consolidated Financial Statements and related MD&A;

(b) in respect of the Specified Continuous Disclosure Requirements and the Corporate Governance Disclosure Requirements:

(i) the Filer is a reporting issuer in a designated Canadian jurisdiction (as defined in section 13.4 of NI 51-102), complies with NI 51-102 or the conditions of any exemptions therefrom and is an electronic filer under National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR) that has filed all documents it is required to file under NI 51-102 or under the conditions of any exemptions therefrom;

(ii) an AIF, management information circular or statement of executive compensation filed by the Filer contains all information that would be required in an AIF, management information circular or statement of executive compensation, as applicable, filed by NorSerCo for the same reporting period;

(iii) NorSerCo files a notice under its SEDAR profile indicating that it is relying on the AIF, management information circular, material change reports and statements of executive compensation filed by the Filer and directing readers to refer to the Filer's SEDAR profile;

(iv) NorSerCo issues a news release and files a material change report in accordance with Part 7 of NI 51-102 for all material changes in respect of the affairs of NorSerCo that is not also a material changes in the affairs of the Filer;

(v) the Filer continues to satisfy the requirements set out in NI 58-101; and

(vi) if the NorSerCo Common Shares and the NP REIT Units become unstapled and trade separately, NorSerCo will comply with the requirements of sections 9.1(1) and 9.1(2)(a) of NI 51-102 in respect of any meeting for which it gives notice to any registered holder of securities of NorSerCo;

(c) in respect of the Certificate Form Requirement:

(i) the Filer and NorSerCo continue to satisfy the conditions set out in paragraph (a) of this section 2;

(ii) the certificates filed by the Filer in accordance with section 4.1 of NI 52-109, in connection with the filing of Combined or Consolidated Financial Statements prepared under Applicable Accounting Principles for each annual financial reporting period in respect of which the NorSerCo Common Shares are stapled to the NP REIT Units, are substantially in the form required by section 4.2 of NI 52-109, except that the certificates refer to and certify matters in respect of the filing of Combined or Consolidated Financial Statements and related MD&A; and

(iii) the certificates filed by the Filer in accordance with section 4.1 of NI 52-109, in connection with the filing of Combined or Consolidated Financial Statements prepared under Applicable Accounting Principles for each interim financial reporting period in respect of which the NorSerCo Common Shares are stapled to the NP REIT Units, are substantially in the form required by section 5.2 of NI 52-109, except that the certificates refer to and certify matters in respect of the filing of Combined or Consolidated Financial Statements and related MD&A;

(d) in respect of the Certification Requirements:

(i) the Filer and NorSerCo continue to satisfy the conditions set out in paragraphs (a) and (b) of this section 2;

(ii) the CEO of the Filer is the same person as the CEO of NorSerCo, and the CFO of the Filer is the same person as the CFO of NorSerCo; and

(iii) the Filer continues to satisfy the requirements of NI 52-109 or complies with the conditions set out in paragraph (c) of this section 2;

(e) in respect of the Filer Short Form Criteria:

(i) each Stapled Security is listed and posted for trading on a short form eligible exchange, as defined in NI 44-101 (an Exchange);

(ii) the Filer and NorSerCo continue to satisfy the conditions set out in paragraph (a) of this decision or NorSerCo complies with the NorSerCo Financial Disclosure Requirements; and

(iii) each Joint Prospectus filed by the Filer and NorSerCo incorporates by reference any applicable documents listed in paragraph 19 above;

(f) in respect of the NorSerCo Short Form Criteria:

(i) each Stapled Security is listed and posted for trading on an Exchange;

(ii) the Filer and NorSerCo continue to satisfy the conditions set out in paragraph (a) of this section 2 or NorSerCo complies with the NorSerCo Financial Disclosure Requirements;

(iii) the Filer and NorSerCo continue to satisfy the conditions set out in paragraph (b) of this section 2 or NorSerCo complies with the Specified Continuous Disclosure Requirements; and

(iv) each Joint Prospectus filed by the Filer and NorSerCo incorporates by reference any applicable documents listed in paragraph 19 above; and

(g) in respect of the NorSerCo Prospectus Requirements:

(i) each Stapled Security is listed and posted for trading on an Exchange; and

(ii) the first trade of any NorSerCo Common Share acquired as a result of any such trade shall be deemed to be a distribution under the securities legislation of the Canadian jurisdictions where the trade takes place unless the conditions is section 2.6(3) of National Instrument 45-102 Resale of Securities are satisfied.

3. The further decision of the Decision Makers under the Legislation is that the Confidentiality Sought is granted.

For the Commission:

"Glenda Campbell, QC"
Vice-Chair
 
"Stephen Murison"
Vice-Chair