Securities Law & Instruments

Headnote

Order pursuant to subsection 46(4) of the Business Corporations Act (Ontario) -- trust indenture to be governed by the United States Trust Indenture Act of 1939, as amended, in connection with a proposed public offering of debt securities of the issuer in the United States and Canada -- relief conditional upon the trustee to be appointed under the trust indenture filing with the Commission and on SEDAR a submission to the non-exclusive jurisdiction of the courts and administrative tribunals of Ontario and appointment of an agent for service of process in Ontario -- Canadian base shelf prospectus will include disclosure about the existence of this order and a statement regarding the risks associated with the purchase of debt securities of the issuer under the trust indenture by a holder in Ontario as a result of the absence of a local trustee appointed under the trust indenture -- trust indenture exempted from the requirements of Part V of the Business Corporations Act (Ontario).

Applicable Legislative Provisions

Business Corporations Act, R.S.O. 1990, c. B.16, as am., ss. 46(2), 46(3), 46(4), Part V.

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

Trust Indenture Act of 1939, 53 Stat. 1149 (1939), 15 U.S.C., Secs. 77aaa-77bbb, as am.

March 28, 2014

IN THE MATTER OF THE BUSINESS CORPORATIONS ACT, R.S.O. 1990, CHAPTER B.16, AS AMENDED (THE "OCBA") AND IN THE MATTER OF THE BANK OF NEW YORK MELLON AND MAGNA INTERNATIONAL INC.

ORDER (Subsection 46(4) of the OBCA)

UPON the application of The Bank of New York Mellon (the "Applicant") to the Ontario Securities Commission (the "Commission") for an order pursuant to subsection 46(4) of the OBCA exempting a trust indenture (the "Indenture") entered into between Magna International Inc. ("Magna") and the Applicant from the requirements of Part V of the OBCA;

AND UPON considering the application and the recommendation of the staff of the Commission;

AND UPON it being represented by Magna and the Applicant to the Commission that:

1. The Applicant is a United States based financial institution organized under the laws of the State of New York and is neither resident nor authorized to do business as a trust company in Ontario.

2. Magna is a corporation existing under the OBCA. Magna is a reporting issuer under the Securities Act (Ontario) (the "OSA") and is not in default of any requirement of the OSA and the respective regulations and rules under the OSA together with applicable published policy statements of the Canadian Securities Administrators (collectively, the "Securities Laws").

3. The Applicant is the trustee under the Indenture to be entered into between Magna and the Applicant.

4. Magna proposes to issue from time to time debt securities (the "Securities") under the Indenture.

5. The Indenture will be governed by the laws of the State of New York and the federal laws of the United States applicable therein.

6. A short form base shelf prospectus (the "Canadian Base Shelf Prospectus") will be filed by Magna with the Commission pursuant to the applicable requirements of National Instrument 44-101 Short Form Prospectus Distributions and National Instrument 44-102 Shelf Distributions. Accordingly, the Securities may not be offered or sold in Canada (except in the Province of Ontario) or to any resident of Canada (other than residents of Ontario) except pursuant to an exemption from the prospectus requirements of the applicable province or territory of Canada and otherwise in accordance with Securities Laws.

7. The Indenture will be filed by Magna with the Commission prior to any sale of Securities being completed.

8. Public offers and sales of the Securities will be made, from time to time, in the United States pursuant to a shelf registration statement on Form F-10 (the "Registration Statement") which is to be filed by Magna with the United States Securities and Exchange Commission (the "SEC"). The Canadian Base Shelf Prospectus will form a part of the Registration Statement subject to such changes as are permitted or required by the SEC.

9. Because the Canadian Base Shelf Prospectus will be filed under the OSA, Part V of the OBCA will apply to the Indenture by virtue of subsection 46(2) of the OBCA.

10. As a result of the filing of the Registration Statement with the SEC, the Indenture is subject to and governed by the provisions of the United States Trust Indenture Act of 1939, as amended (the "TIA"). The Indenture will provide that there shall always be a trustee thereunder that satisfies the requirements of sections 310(a)(1), 310(a)(2) and 310(b) of the TIA and will contain provisions in conformity with the requirements of the TIA.

11. Because the TIA regulates trustees and trust indentures of publicly offered debt securities in the United States in a manner that is consistent with Part V of the OBCA, holders of Securities in Ontario will not, subject to paragraph 12, derive any additional material benefit from having the Indenture be subject to Part V of the OBCA.

12. The Applicant intends to file with the Commission a submission to the non-exclusive jurisdiction of the courts and administrative tribunals of Ontario and appointment of an agent for service of process in Ontario ("Submission to Jurisdiction and Appointment of Agent for Service of Process").

13. The Canadian Base Shelf Prospectus will disclose the existence of the Order, if granted, and state that the Applicant, its officers and directors, and the assets of the Applicant are located outside of Ontario and, as a result, it may be difficult for a holder that purchases Securities in Canada, to enforce rights against the Applicant, its officers or directors, or the Applicant's assets and that such holder may have to enforce rights against the Applicant in the United States.

14. It is not currently anticipated that the Securities issued pursuant to the Indenture will be listed on any stock exchange, but listing may occur in the future.

AND UPON the Commission being of the opinion that to do so would not be prejudicial to the public interest;

IT IS ORDERED, pursuant to subsection 46(4) of the OBCA, that the Indenture is exempt from Part V of the OBCA, provided that:

(a) the Indenture is governed by and subject to the TIA; and

(b) prior to or concurrently with Magna's filing of the executed Indenture with the Commission and the filing of any pricing supplement or shelf prospectus supplement in respect to an offering of the Securities, the Applicant, or any trustee that replaces the Applicant under the terms of the Indenture, has filed with the Commission and on SEDAR a Submission to Jurisdiction and Appointment of Agent for Service of Process.

"Edwin P. Kerwin"
Commissioner
Ontario Securities Commission
 
"Vern Krishna"
Commissioner
Ontario Securities Commission