Securities Law & Instruments

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - relief for wholly owned subsidiary fromthe requirements to file material change reports, annual andinterim financial statements, annual filings in lieu of informationcirculars and AIFs including MD&A subject to certain conditions,including the fact that the parent company complies with allthese requirements and has no assets or liabilities, other thanits holding of all of the outstanding voting and equity securitiesof the subsidiary, which are of more than nominal value havingregard to the total value of the parent.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am.,75, 77, 78, 79, 80(b)(ii) and 81(2).

Applicable Ontario Rules

Ontario Securities Commission Rule 51-501 -AIF and MD&A.

Ontario Securities Commission Rule 51-502- FinancialStatements.

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

BRITISH COLUMBIA, ALBERTA,SASKATCHEWAN, ONTARIO,

QUÉBEC, NOVA SCOTIA,AND NEWFOUNDLAND AND LABRADOR

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM FOR

EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

TRIZEC HAHN CORPORATION

 

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof British Columbia, Alberta, Saskatchewan, Ontario, Québec,Nova Scotia and Newfoundland and Labrador (collectively, the"Jurisdictions") has received an application of TrizecHahn Corporation (the "Corporation") for a decisionpursuant to the securities legislation of the Jurisdictions(the "Legislation") that the requirements of the Legislation,as and where applicable, (a) to file and deliver interim andannual financial statements, to file an information circularor an annual filing in lieu of an information circular, to issuea press release and file a report upon the occurrence of a materialchange and to file and deliver an annual report (collectively,the "Continuous Disclosure Requirements"), and (b)to file and deliver an annual information form and to file anddeliver annual and interim management discussion and analysis(collectively, the "Additional Continuous Disclosure Requirements")shall not apply to the Corporation;

AND WHEREAS pursuant to the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),the Ontario Securities Commission is the principal regulatorfor this application;

AND WHEREAS the Corporation has representedto the Decision Makers as follows:

1. The Corporation is a corporation existingunder the provisions of the Business Corporations Act(Ontario).

2. The Corporation is a reporting issuer underthe Legislation in good standing in each of the Jurisdictions.

3. As of December 15, 2002, the Corporationhad issued and outstanding:

(a) US$275 million principal amount of 3%Exchangeable Debentures due January 29, 2021 exchangeablefor common shares ("Barrick Shares") of BarrickGold Corporation ("Barrick") and issued by HorshamCorporation (as predecessor to the Corporation) pursuantto a trust indenture dated January 29, 1996 (the "3%Debentures");

(b) US$204.408 million principal amountof Floating Rate Debentures due March 12, 2024 exchangeablefor Barrick Shares and issued by the Corporation pursuantto a trust indenture dated March 12, 1999;

(c) US$204.408 million principal amountof Floating Rate Debentures due March 12, 2024 exchangeablefor Barrick Shares and issued by the Corporation pursuantto a trust indenture dated March 17, 1999 (together withthe debentures referred to in subparagraph (b) above, the"1999 Debentures" and, collectively with 3% Debentures,herein referred to as the "Exchangeable Debentures");and

(d) 149,805,947 subordinate voting shares.

4. As a result of a plan of arrangement (the"Arrangement") of the Corporation which became effectiveon May 8, 2002 (the "Effective Date"), the Corporationbecame a wholly-owned subsidiary of Trizec Canada Inc. ("TrizecCanada"). All of the shares of the Corporation are held,directly or indirectly through wholly-owned subsidiaries,by Trizec Canada which is a reporting issuer in each of theJurisdictions with its subordinate voting shares listed onthe Toronto Stock Exchange.

5. Except for the payment of interest, theCorporation's obligations under the Exchangeable Debenturescan be fully satisfied by the delivery by the Corporationof Barrick Shares to the holders of the Exchangeable Debentures(the "Debenture Holders"). Barrick is also a reportingissuer in each of the Jurisdictions.

6. The Corporation has deposited with CIBCMellon Inc., as trustee on behalf of the Debenture Holders,21,428,580 Barrick Shares as collateral for its exchange obligationswith respect to the 1999 Debentures and 8,870,978 BarrickShares as collateral for its exchange obligations with respectto the 3% Debentures. This represents all of the Barrick Sharesowned by the Corporation.

7. The trust indentures dated January 29,1996, March 12, 1999, and March 17, 1999, do not require theCorporation to deliver interim or annual financial statementsto Debenture Holders.

8. Under the Arrangement, Trizec Canada andcertain wholly-owned subsidiaries acquired all of the Corporation'soutstanding subordinate voting shares and multiple votingshares from their holders in exchange for subordinate votingshares and multiple voting shares of Trizec Canada or sharesof common stock of Trizec Properties, Inc. ("Trizec Properties")(some of which were represented by exchange certificates exchangeablefor underlying shares of common stock of Trizec Properties).

9. Trizec Canada carries on no operationsother than through the Corporation. The sole material assetof Trizec Canada is all of the outstanding shares of the Corporationand, as a result, the assets, liabilities and operations ofTrizec Canada, on a consolidated basis, are in all materialrespects the same as the assets, liabilities and operationsof the Corporation.

10. The Corporation holds its interest inall of its U.S. assets, including office properties and retail/entertainmentproperties, indirectly through Trizec Properties and its subsidiaries.Trizec Properties became a publicly-traded real estate investmenttrust listed on the New York Stock Exchange on the EffectiveDate. As a result of the Arrangement, Trizec Canada, throughits wholly-owned subsidiaries, including the Corporation,holds 40% of the shares of common stock of Trizec Properties,representing one share of common stock of Trizec Propertiesfor each share of Trizec Canada outstanding on the EffectiveDate. The Corporation's former shareholders acquired a directinterest (through direct holdings of common stock of TrizecProperties) or indirect interest (through holdings of sharesof Trizec Canada) in Trizec Properties as a result of theArrangement.

11. Trizec Canada and Trizec Properties areboth reporting issuers in all of the Jurisdictions where suchconcept exists. Trizec Properties is a "U.S. issuer"as defined in National Instrument 71-101 and is, therefore,eligible to use the multi-jurisdictional disclosure system.

12. No securities of the Corporation are listedor posted for trading on any stock exchange except the 3%Debentures which are listed on the Toronto Stock Exchange.

13. The principal asset of Trizec Canada andof the Corporation is the interest in Trizec Properties. Anymaterial change in the affairs of the Corporation will bea material change in the affairs of Trizec Canada and, assuch, will be disclosed to the public in accordance with TrizecCanada's continuous disclosure obligations.

14. The Corporation has no current intentionto issue any equity securities or any additional debt securitiesto the public.

AND WHEREAS pursuant to the System thisMRRS Decision Document evidences the decision of each DecisionMaker;

AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the jurisdiction to make theDecision has been met;

THE DECISION of the Decision Makers underthe Legislation is that the Continuous Disclosure Requirementsshall not apply to the Corporation for so long as:

(a) Trizec Canada is a publicly-traded sharecompany and complies with all of the Continuous DisclosureRequirements;

(b) Trizec Canada remains the direct orindirect beneficial owner of all of the issued and outstandingvoting and equity securities of the Corporation;

(c) Trizec Canada continues to have no assetsor liabilities, other than its holding of all of the outstandingvoting and equity securities of the Corporation, of morethan a nominal value having regard to the total value ofTrizec Canada;

(d) the Corporation complies with the requirementof the Legislation that a reporting issuer or the equivalentissue a press release and file a report upon the occurrenceof a material change for any material change in the affairsof the Corporation that is not also a material change inthe affairs of Trizec Canada; and

(e) the Corporation does not issue any equitysecurities or any additional debt securities to the public.

January 7, 2003.

"Robert W. Korthals"                    "MaryTheresa McLeod"

THE FURTHER DECISION of the DecisionMakers under the Legislation is that the Additional ContinuousDisclosure Requirements shall not apply to the Corporation forso long as:

(a) Trizec Canada is a publicly-traded sharecompany and complies with all of the Additional ContinuousDisclosure Requirements;

(b) Trizec Canada remains the direct orindirect beneficial owner of all of the issued and outstandingvoting and equity securities of the Corporation;

(c) Trizec Canada continues to have no assetsor liabilities, other than its holding of all of the outstandingvoting and equity securities of the Corporation, of morethan a nominal value having regard to the total value ofTrizec Canada; and

(d) the Corporation does not issue any equitysecurities or any additional debt securities to the public.

January 7, 2003.

"John Hughes"