Bell Aliant Regional Communications, Inc. - ss. 83, 83.1

Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- Application related to i) recent reorganization of corporate reporting issuer by its controlling shareholders, ii) conversion of reporting issuer into an income trust by way of a plan of arrangement, and iii) establishment of a new finance subsidiary -- As a consequence of the plan of arrangement, newly established parent entity (Holdings LP) to corporate reporting issuer became a reporting issuer in certain jurisdictions by operation of law -- Holdings LP deemed to be reporting issuer in other jurisdictions to ensure consistency of regulatory treatment across Canada -- corporate reporting issuer deemed to have ceased to be a reporting issuer since its filings will largely duplicate filings of Holdings LP and will provide little additional benefit to investors -- See also related application by finance subsidiary for continuous disclosure relief and related relief based on continuous disclosure filings of principal credit supporter, Holdings LP.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 83, 83.1.

November 9, 2006

Blake, Cassels & Graydon LLP
Box 25, Commerce Court West
199 Bay Street, Suite 2800
Toronto, Ontario
M5L 1A9
 
Attention:
Anthony Zaidi

Dear Sirs / Mesdames:

Re:
Bell Aliant Regional Communications, Inc. (the "Applicant")-Application to cease to be a reporting issuer under the securities legislation of Nova Scotia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick and Newfoundland and Labrador (the "Jurisdictions")

The Applicant has applied to the local securities regulatory authority or regulator (the "Decision Maker") in each of the Jurisdictions for a decision under the securities legislation (the "Legislation") of the Jurisdictions to be deemed to have ceased to be a reporting issuer in the Jurisdictions.

As the Applicant has represented to the Decision Makers that:

    • the outstanding securities of the Applicant, including debt securities, are beneficially owned, directly or indirectly, by less than 15 security holders in each of the jurisdictions in Canada and less than 51 security holders in total in Canada;

    • no securities of the Applicant are traded on a marketplace as defined in National Instrument 21-101 -- Marketplace Operation;

    • the Applicant is applying for relief to cease to be a reporting issuer in all of the jurisdictions in Canada in which it is currently a reporting issuer; and

    • the Applicant is not in default of any of its obligations under the Legislation as a reporting issuer,

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 and orders that the Applicant is deemed to have ceased to be a reporting issuer.

"H. Leslie O'Brien"
Chairman
Nova Scotia Securities Commission
 
"R. Daren Baxter"
Vice-Chairman
Nova Scotia Securities Commission