Securities Law & Instruments

Headnote

Multilateral Instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions.

National Instrument 51-102, s. 13.1 Continuous Disclosure Obligations -- Information circular -- The Applicants want relief from the requirement to include prospectus-level disclosure in an information circular to be circulated in connection with an arrangement, reorganization, acquisition or amalgamation -- The Applicants are only internally restructuring, not adding or removing any assets or changing the shareholders' proportionate interest in the issuer's operations; the Fund and the Trust will provide sufficient information about the transaction for securityholders to understand the restructuring.

National Instrument 44-101, s. 8.1 Short Form Prospectus Distributions -- Qualification -- The Applicants want relief from the qualification criteria in NI 44-101 so they can file a short form prospectus -- The Issuers are new reporting issuers that are the continuation of existing businesses; the issuers satisfy all the criteria for the exemption in s. 2.7 except that the audited comparative annual financial statements incorporated in their respective final prospectuses are not their own, but are the financial statements of the existing businesses.

National Instrument 44-101, s. 8.1 Short Form Prospectus Distributions. -- 10 day notice -- The Applicants want to file their short form prospectus less then 10 days after they file their notice of intention to file a short form prospectus -- The Issuers are successor issuers resulting from the conversion of an income fund and trust under a plan of arrangement; the issuers would be entitled to rely on the exemption for successor issuers in s. 2.7(2) except that the financial statements incorporated into the information circular are not their own but are those of the existing businesses; the issuers are otherwise qualified to file a short form prospectus; the existing business are not required to file a notice of intention by virtue of s. 2.8(4); the relevant continuous disclosure for investors under the offerings are the continuous disclosure of the fund or trust, which will be incorporated by reference into the short form prospectuses.

Applicable Legislative Provisions

National Instrument 51-102Continuous Disclosure Obligations, s. 13.1 -- Information circular.

National Instrument 44-101Short Form Prospectus Distributions , s. 8.1 -- Qualification.

National Instrument 44-101Short Form Prospectus Distributions, s. 8.1 -- 10 day notice.

October 20, 2010

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO, BRITISH COLUMBIA, ALBERTA,

SASKATCHEWAN, MANITOBA, QUEBEC,

NEW BRUNSWICK, NOVA SCOTIA,

PRINCE EDWARD ISLAND, NEWFOUNDLAND

AND LABRADOR, YUKON, NORTHWEST

TERRITORIES AND NUNAVUT

(THE JURISDICTIONS)

AND IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

THE CONSUMERS' WATERHEATER

INCOME FUND (THE FUND)

AND

THE CONSUMERS' WATERHEATER OPERATING

TRUST (THE TRUST)

(TOGETHER, THE APPLICANTS)

DECISION

Background

The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Maker) has received an application from the Applicants for a decision under the securities legislation of the Jurisdictions (the Legislation):

(a) exempting the Fund and the Trust from the requirements of Item 14.2 of Form 51-102F5 -- Information Circular (Form 51-102F5) of the Legislation to include in the management information circular (the Information Circular) to be prepared by the Fund and delivered to holders (Unitholders) of trust units (Units) in connection with the special meeting (the Meeting) of Unitholders expected to be held on November 18, 2010 for the purposes of considering a proposed conversion of the Fund from an income trust structure to a corporation (the Conversion Transaction) to be effected by way of a plan of arrangement under the Canada Business Corporations Act (the CBCA) the Subject Financial Statements (as defined herein) and the Subject MD&A (as defined herein) (the Circular Relief);

(b) provided the Circular Relief is granted, exempting New Consumers (defined herein) from (i) the qualification criteria for short form prospectus eligibility contained in Subsection 2.2(d) of National Instrument 44-101 -- Short Form Prospectus Distributions (NI 44-101) following completion of the Conversion Transaction; and (ii) from the requirement for New Consumers to file a qualification certificate in connection with the filing of a preliminary short form prospectus in the form required by Subsection 4.1(a)(ii) of NI 44-101, until the earlier of: (a) March 31, 2011; and (b) the date upon which New Consumers has filed both its annual financial statements and annual information form for the year ended December 31, 2010 pursuant to National Instrument 51-102 -- Continuous Disclosure Obligations (NI 51-102) (the Relief Period), provided that: (A) any short form prospectus filed by New Consumers pursuant to NI 44-101 during the Relief Period specifically incorporates by reference the Information Circular and any financial statements and related management's discussion and analysis of the Fund and the Trust incorporated by reference into the Information Circular; and (B) New Consumers files a qualification certificate with any preliminary short form prospectus filed by it pursuant to NI 44-101 during the Relief Period which specifically mentions its exemption from the qualification criteria contained in Subsection 2.2(d) of NI 44-101 and otherwise complies with Subsection 4.1(a)(ii) of NI 44-101 (theFund Short Form Qualification Relief);

(c) provided that the Circular Relief is granted, exempting New Consumers' Holdco from (i) the qualification criteria for short form prospectus eligibility contained in Subsection 2.3(1)(d) of NI 44-101 following completion of the Conversion Transaction; and (ii) from the requirement for New Consumers' Holdco to file a qualification certificate in connection with the filing of a preliminary short form prospectus in the form required by Subsection 4.1(a)(ii) of NI 44-101 until the expiry of the Relief Period, provided that: (A) any short form prospectus filed by New Consumers' Holdco pursuant to NI 44-101 during the Relief Period specifically incorporates by reference the Information Circular (other than the description of the Fund and New Consumers, any financial statements of New Consumers, the description of New Consumers' shareholder rights plan and the description of New Consumers' share (and similar) based compensation arrangements contained therein and other than the financial statements, management's discussion and analysis, annual information form and material change reports of the Fund incorporated by reference therein (collectively, the Excluded Information)), including any financial statements and related management's discussion and analysis of the Trust incorporated by reference into the Information Circular; (B) New Consumers' Holdco files a qualification certificate with any preliminary short form prospectus filed by it pursuant to NI 44-101 during the Relief Period which specifically mentions its exemption from the qualification criteria contained in Subsection 2.3(1)(d) of NI 44-101 and otherwise complies with Subsection 4.1(a)(ii) of NI 44-101; and (C) New Consumers' Holdco files the Information Circular and the documents incorporated by reference therein that are incorporated by reference into New Consumers' Holdco's short form prospectus on SEDAR under New Consumers' Holdco's profile (the Trust Short Form Qualification Relief and together with the Fund Short Form Qualification Relief, the Short Form Qualification Relief); and

(d) exempting the Applicants from the requirement of Subsection 2.8(1) of NI 44-101 for the applicable Applicant to file a notice declaring its intention to be qualified to file a short form prospectus at least 10 business days prior to the filing of its respective first preliminary short form prospectus after the notice (the Short Form Notice Relief).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions:

(a) the Ontario Securities Commission is the principal regulator for this Application; and

(b) the Applicants have 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, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Yukon, Northwest Territories and Nunavut.

Interpretation

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

Representations

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

The Fund Entities

1. The Fund is an unincorporated open-ended investment trust established on October 28, 2002 under the laws of the Province of Ontario.

2. The Fund's head office is located at 2 East Beaver Creek Road, Building 2, Richmond Hill, Ontario, L4B 2N3.

3. The Fund is a reporting issuer (or the equivalent thereof) in each of the Jurisdictions and, to its knowledge, is currently not in default of any applicable requirements under the securities legislation thereof.

4. The Fund is authorized to issue an unlimited number of Units and an unlimited number of special trust units (Special Trust Units). As of September 23, 2010, the Fund had 54,734,092 Units and no Special Trust Units issued and outstanding. Each Special Trust Unit represents voting rights in the Fund that accompany class B exchangeable limited partnership units of Waterheater Holding Limited Partnership (HLP).

5. In addition, the Fund has outstanding $27,883,000 aggregate principal amount of 6.25% convertible unsecured subordinated debentures, due June 30, 2017 (the Convertible Debentures).

6. The Units and the Convertible Debentures are listed and posted for trading on the Toronto Stock Exchange (the TSX) under the symbols "CWI.UN" and "CWI.DB", respectively.

7. The Fund has filed a "current AIF" and has "current annual financial statements" (as such terms are defined in NI 44-101) for the financial year ended December 31, 2009.

8. The Fund owns all of the trust units of the Trust, an unincorporated open-ended investment trust established on November 18, 2002 under the laws of the Province of Ontario.

9. The Trust's head office is located at 2 East Beaver Creek Road, Building 2, Richmond Hill, Ontario, L4B 2N3.

10. The Trust is a reporting issuer (or the equivalent thereof) in each of the Jurisdictions and, to its knowledge, is currently not in default of any applicable requirements under the securities legislation thereof.

11. The Trust has outstanding to the public $60,000,000 aggregate principal amount of 6.20% series 2009-1 senior notes, due April 30, 2012 (the Series 2009-1 Notes), $270,000,000 aggregate principal amount of 6.75% series 2009-2 senior notes, due April 30, 2014 (the Series 2009-2 Notes) and $240,000,000 aggregate principal amount of 5.25% series 2010-1 senior unsecured notes, due March 15, 2013 (the Series 2010-1 Notes and together with the Series 2009-1 Notes and the Series 2009-2 Notes, the Senior Notes).

12. The Trust also has outstanding certain subordinated indebtedness, all of which is owned by the Fund.

13. The Trust has filed a "current AIF" and has "current annual financial statements" (as such terms are defined in NI 44-101) for the financial year ended December 31, 2009.

14. The Trust does not have any securities listed or posted for trading on any exchange or quotation and trading system.

15. The Fund also owns all of the issued and outstanding common shares of 6814867 Canada Limited (Lendco), a corporation incorporated under the CBCA. The common shares of Lendco are not listed or posted for trading on any exchange or quotation and trading system and Lendco is not a reporting issuer (or the equivalent thereof) in any jurisdiction.

16. HLP is a limited partnership existing under the laws of the Province of Ontario. HLP is authorized to issue an unlimited number of limited partnership units, comprised of class A preferred units and class B exchangeable units, and general partnership units. The Trust owns all of the class A preferred units of HLP and 4113152 Canada Limited (WGP Inc.) owns all of the general partnership units of HLP. There are no class B exchangeable units of HLP outstanding. The class A preferred units and general partnership units of HLP are not listed or posted for trading on any exchange or quotation and trading system and HLP is not a reporting issuer (or the equivalent thereof) in any jurisdiction.

17. WGP Inc. is a corporation existing under the CBCA. WGP Inc. is authorized to issue an unlimited number of common shares (the WGP Shares), all of which are owned by the Trust. The WGP Shares are not listed or posted for trading on any exchange or quotation and trading system and WGP Inc. is not a reporting issuer (or the equivalent thereof) in any jurisdiction.

18. Direct Waterheater Rentals Inc. (Rentco) is a corporation existing under the CBCA. Rentco is authorized to issue an unlimited number of common shares (the Rentco Shares), all of which are owned by HLP. The Rentco Shares are not listed or posted for trading on any exchange or quotation and trading system and Rentco is not a reporting issuer (or the equivalent thereof) in any jurisdiction.

19. Waterheater Operating Limited Partnership (OLP) is a limited partnership existing under the laws of the Province of Ontario. OLP is authorized to issue an unlimited number of limited partnership units and general partnership units. Rentco owns all of the limited partnership units of OLP and WGP Inc. owns all of the general partnership interests of OLP. The limited partnership units and general partnership units of OLP are not listed or posted for trading on any exchange or quotation and trading system and OLP is not a reporting issuer (or the equivalent thereof) in any jurisdiction.

The Conversion Transaction

20. The Conversion Transaction will be effected by way of a plan of arrangement under the CBCA pursuant to an arrangement agreement to be entered into between, among others, the Fund, the Trust, HLP and two newly formed corporations (New Consumers and New Consumers' Holdco).

21. New Consumers will be a direct wholly-owned subsidiary of the Fund and will have conducted no business prior to the effective date (the Effective Date) of the Conversion Transaction.

22. Prior to the Effective Date, New Consumers will not be a reporting issuer in any jurisdiction and its shares will not be listed or posted for trading on any exchange or quotation and trade reporting system.

23. New Consumers' Holdco will be a direct wholly-owned subsidiary of the Trust and will have conducted no business prior to the Effective Date.

24. Prior to the Effective Date, New Consumers' Holdco will not be a reporting issuer in any jurisdiction and its shares will not be listed or posted for trading on any exchange or quotation and trade reporting system.

25. Prior to the Effective Date, HLP will transfer the Rentco Shares and debt to the Trust and WGP Inc. and HLP will subsequently be dissolved.

26. On the Effective Date, among other things:

a. Unitholders will receive one common share of New Consumers (a New Consumers Share) for each Unit held;

b. the Trust will transfer the WGP Shares, the Rentco Shares and certain inter-company debt owing from Rentco to New Consumers' Holdco in return for common shares and debt of New Consumers' Holdco and the assumption by New Consumers' Holdco of the Senior Notes;

c. the Trust will be dissolved and will distribute the common shares and debt of New Consumers' Holdco to the Fund;

d. the Fund will be dissolved and will distribute the shares and debt of Lendco and New Consumers' Holdco to New Consumers; and

e. New Consumers will assume the Convertible Debentures, which will become convertible for New Consumers Shares (the New Consumers Convertible Debentures).

27. New Consumers will continue the business of the Fund following the Effective Date and it is intended that New Consumers will be a reporting issuer (or equivalent thereof) in all provinces and territories of Canada and that the New Consumers Shares and the New Consumers Convertible Debentures will be listed and posted for trading on the TSX.

28. New Consumers' Holdco will continue the business of the Trust following the Effective Date and it is intended that New Consumers' Holdco will be a reporting issuer (or equivalent thereof) in all provinces and territories of Canada.

29. Pursuant to the Fund's and Trust's constating documents, the CBCA and applicable securities laws, the Conversion Transaction must be approved by not less than two-thirds of the votes cast by Unitholders at the Meeting.

30. The Conversion Transaction will be a "restructuring transaction" of the Fund and the Trust for the purposes of NI 51-102 and therefore will require compliance with Item 14.2 of Form 51-102F5.

The Information Circular

31. The following documents of the Fund and the Trust will be incorporated by reference into the Information Circular:

a. the current AIF of the Fund dated March 29, 2010;

b. the audited consolidated financial statements of the Fund and the notes thereto for the financial years ended December 31, 2009 and 2008, together with the report of the auditors thereon, and related management's discussion and analysis;

c. the unaudited interim consolidated financial statements of the Fund and the notes thereto for the second quarter ended June 30, 2010, together with the related management's discussion and analysis;

d. all material change reports of the Fund filed since December 31, 2009;

e. the management information circular of the Fund dated March 19, 2010, prepared in connection with the annual and special meeting of Unitholders held on April 30, 2010;

f. the current AIF of the Trust dated April 29, 2010;

g. the audited consolidated financial statements of the Trust and the notes thereto for the financial years ended December 31, 2009 and 2008, together with the report of the auditors thereon, and related management's discussion and analysis;

h. the unaudited interim consolidated financial statements of the Trust and the notes thereto for the second quarter ended June 30, 2010, together with the related management's discussion and analysis; and

i. all material change reports of the Trust filed since December 31, 2009.

32. Item 14.2 of Form 51-102F5 requires, amongst other things, that the Information Circular contain disclosure (including financial statements) prescribed under securities legislation and described in the form of prospectus that New Consumers and New Consumers' Holdco, respectively, would be eligible to use immediately prior to the sending and filing of the Information Circular for a distribution of its securities. Therefore, the Information Circular must contain the disclosure in respect of New Consumers and New Consumers' Holdco prescribed by Form 41-101F1 -- Information Required in a Prospectus (Form 41-101F1).

33. As New Consumers will not have been in existence for three years on the date of the Information Circular, Item 32.1(a) of Form 41-101F1 requires that the financial statements of Lendco, the Trust and OLP be included as they are the predecessor entities that will form the business of New Consumers.

34. As New Consumers' Holdco will not have been in existence for three years on the date of the Information Circular, Item 32.1(a) of Form 41-101F1 requires that the financial statements of OLP be included as it is the predecessor entity that will form the business of New Consumers' Holdco.

35. Item 8.2(1)(a) and 8.2(2) of Form 41-101F1 require the Fund and/or the Trust, as applicable, to include management's discussion and analysis corresponding to each of the financial years ended December 31, 2009 and December 31, 2008 of Lendco, OLP and the Trust (collectively, the MD&A) in the Information Circular. The MD&A for Lendco and OLP is referred to as theSubject MD&A.

36. Item 32.2(1) of Form 41-101F1 requires the Fund and/or the Trust, as applicable, to include certain annual financial statements of Lendco, OLP and the Trust in the Information Circular, including: (i) statements of income, retained earnings and cash flows of Lendco, OLP and the Trust for each of the financial years ended December 31, 2009, December 31, 2008 and December 31, 2007; and (ii) a balance sheet of Lendco, OLP and the Trust as at the end of December 31, 2009 and December 31, 2008 (the Predecessor Financial Statements). The Predecessor Financial Statements for Lendco and OLP are referred to as the Subject Predecessor Financial Statements.

37. Item 32.3(1) of Form 41-101F1 requires the Fund to include certain interim financial statements of Lendco, OLP and the Trust in the Information Circular, including (i) a comparative income statement, a statement of retained earnings, and a cash flow statement of Lendco, OLP and the Trust for the most recent interim period ended more than 45 days before the date of the Information Circular and (ii) a balance sheet Lendco, OLP and the Trust as at the end of the most recent interim period ended more than 45 days before the date of the Information Circular (collectively, theInterim Financial Statements). The Interim Financial Statements for Lendco and OLP are referred to as the Subject Interim Financial Statements. The Subject Predecessor Financial Statements and the Subject Interim Financial Statements are collectively referred to as the Subject Financial Statements).

38. Subsection 4.2(1) of National Instrument 41-101 -- General Prospectus Requirements (NI 41-101) requires that the financial statements (other than interim financial statements) required to be included in the Information Circular must be audited in accordance with National Instrument 52-107 -- Acceptable Accounting Principles, Auditing Standards and Reporting Currency.

39. The Conversion Transaction will not result in a change in beneficial ownership of the assets and liabilities of the Fund from either an accounting or economic perspective, and New Consumers will continue to carry on the business of Lendco, OLP and the Trust following the Conversion Transaction. Similarly, the Conversion Transaction will not result in a change in beneficial ownership of the assets and liabilities of the Trust from either an accounting or economic perspective and New Consumers' Holdco will continue to carry on the business of OLP following the Conversion Transaction. Furthermore, the Conversion Transaction will be an internal reorganization without dilution to the Unitholders. Accordingly, no acquisition will occur as a result of the Conversion Transaction and therefore the significant acquisition financial statement disclosure requirements contained in Form 41-101F1 are inapplicable.

40. The Conversion Transaction will be accounted for on a continuity of interest basis and accordingly, following the Conversion Transaction, the comparative consolidated financial statements for New Consumers and New Consumers' Holdco prior to the Conversion Transaction will reflect, except to the extent of the presentation of equity components, the financial position, results of operations and cash flows as if New Consumers and New Consumers' Holdco had always carried on the businesses formerly carried on by the Fund and the Trust, respectively.

Circular Relief

41. New Consumers and New Consumers' Holdco will each be established for the exclusive purpose of effecting the Conversion Transaction and will have no material assets (other than a nominal amount of cash), liabilities or business operations prior to the Effective Date.

42. The Subject Financial Statements and the Subject MD&A are not relevant to Unitholders for the purposes of considering the Conversion Transaction; the Subject Financial Statements and the Subject MD&A will be substantially and materially the same as the consolidated financial statements of the Fund and the Trust filed in accordance with Part 4 of NI 51-102 because the financial position of the entities that exist both before and after the Conversion Transaction is substantially the same, except to the extent of presentation of equity components.

43. The financial statements of the Fund are reported on a consolidated basis, which includes the financial results of Lendco, the Trust and OLP. Lendco does not report its financial results independently from the consolidated financial statements of the Fund. OLP does not report its financial results independently from the consolidated financial statements of the Fund or the Trust.

44. The Information Circular will contain prospectus level disclosure in accordance with Form 41-101F1 (other than the Subject Financial Statements and the Subject MD&A) and will contain sufficient information to enable a reasonable Unitholder to form a reasoned judgment concerning the nature and effect of the Conversion Transaction and the resultant public entities and reporting issuers from the Conversion Transaction, being New Consumers and New Consumers' Holdco.

Short Form Qualification Relief and Short Form Notice Relief

45. Subsection 2.7(2) of NI 44-101 contains an exemption for successor issuers from the qualification criteria for short form prospectus eligibility contained in Subsections 2.2(d) and 2.3(1)(d) of NI 44-101, if an information circular relating to a restructuring transaction that resulted in the successor issuer was filed by the successor issuer or an issuer that was a party to the restructuring transaction, and such information circular (i) complied with applicable securities legislation, and (ii) included disclosure in accordance with Item 14.2 or 14.5 of Form 51-102F5 for the successor issuer. New Consumers will be the successor issuer of the Fund and New Consumers' Holdco will be the successor issuer of the Trust. However, neither New Consumers nor New Consumers' Holdco can rely on this exemption because the Subject Financial Statements and the Subject MD&A will not be included in the Information Circular if the Circular Relief is granted, although the Information Circular will otherwise comply with the requirements of Form 51-102F5.

46. The Fund has previously qualified to file a prospectus in the form of a short form prospectus pursuant to Section 2.2 of NI 44-101 and has previously filed a notice of intention to be qualified to file a short form prospectus under Section 2.8(1) of NI 44-101.

47. The Trust has previously qualified to file a prospectus in the form of a short form prospectus pursuant to Section 2.3 of NI 44-101 and has previously filed a notice of intention to be qualified to file a short form prospectus under Section 2.8(1) of NI 44-101.

48. The Applicants anticipate that New Consumers and/or New Consumers' Holdco may wish to file a preliminary short form prospectus following completion of the Conversion Transaction, relating to the offering or potential offering of debt or equity securities of New Consumers and/or non-convertible debt securities of New Consumers' Holdco, respectively.

49. In addition to the filing of a preliminary short form prospectus, and assuming the Conversion Transaction has been completed, New Consumers and New Consumers' Holdco each intend to file a notice of intention to be qualified to file a short form prospectus under Section 2.8 of NI 44-101 (the Notice of Intention) following completion of the Conversion Transaction; in the absence of the Short Form Notice Relief, New Consumers and New Consumers' Holdco will not be qualified to file a preliminary short form prospectus until 10 business days from the date upon which the Notice of Intention is filed.

50. Pursuant to the qualification criteria set forth in Section 2.2 of NI 44-101 as modified by the Short Form Qualification Relief, following the Conversion Transaction, New Consumers will be qualified to file a short form prospectus pursuant to NI 44-101.

51. Pursuant to the qualification criteria set forth in Section 2.3 of NI 44-101 as modified by the Short Form Qualification Relief, following the Conversion Transaction, New Consumers' Holdco expects to be qualified to file a short form prospectus pursuant to NI 44-101.

52. Pursuant to the proposed Circular Relief, any short form prospectus filed by New Consumers pursuant to NI 44-101 during the term of the Relief Period will specifically incorporate by reference the Information Circular and any financial statements and related management's discussion and analysis of the Fund and the Trust incorporated by reference into the Information Circular (which is consistent with the requirement in Item 11.3 of Form 44-101F1 -- Short Form Prospectus (Form 44-101F1) that any short form prospectus filed by an issuer relying on the exemption in Subsection 2.7(2) of NI 44-101 include, or incorporate by reference, the disclosure required by Item 14.2 or 14.5 of Form 51-102F5).

53. Pursuant to the proposed Circular Relief, any short form prospectus filed by New Consumers' Holdco pursuant to NI 44-101 during the term of the Relief Period will specifically incorporate by reference the Information Circular (other than the Excluded Information), including any financial statements and related management's discussion and analysis of the Trust incorporated by reference into the Information Circular (which is consistent with the requirement in Item 11.3 of Form 44-101F1 that any short form prospectus filed by an issuer relying on the exemption in Subsection 2.7(2) of NI 44-101 include, or incorporate by reference, the disclosure required by Item 14.2 or 14.5 of Form 51-102F5).

54. The Short Form Qualification Relief is only required by New Consumers until the expiry of the Relief Period as, at such time New Consumers will either have filed, or have been required to file, its annual financial statements and annual information form for the year ended December 31, 2010 (which will be New Consumers' initial "current annual financial statements" and "current AIF" for the purposes of Subsection 2.2(d) of NI 44-101).

55. The Short Form Qualification Relief is only required by New Consumers' Holdco until the expiry of the Relief Period as, at such time New Consumers' Holdco will either have filed, or have been required to file, its annual financial statements and annual information form for the year ended December 31, 2010 (which will be New Consumers' Holdco's initial "current annual financial statements" and "current AIF" for the purposes of Subsection 2.3(1)(d) of NI 44-101).

Decision

The Decision Maker is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.

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

a) the Circular Relief is granted provided that the Information Circular discloses that New Consumers and New Consumers' Holdco are newly incorporated entities that have no material assets, income or liabilities;

b) the Short Form Qualification Relief is granted; and

c) the Short Form Notice Relief is granted provided that, at the time New Consumers or New Consumers' Holdco files its Notice of Intention, it meets the requirements of Section 2.2 or 2.3, as applicable, of NI 44-101, as modified by the Short Form Qualification Relief.

"Michael Brown"
Assistant Manager
Ontario Securities Commission