Groupe Unipex SAS

Headnote

Exemptive Relief Applications -- Application for relief from the prospectus and dealer registration requirements in respect of certain trades made in connection with an employee share offering by a foreign issuer -- The issuer cannot rely on the exemptions set forth in sections 2.4, 2.24 and 3.28 of National Instrument 45-106 Prospectus and Registration Exemptions as the employees are not employees of an affiliate and are not employees of a related entity -- Number of Canadian employees is de minimis -- Qualifying Employees will not be induced to participate in the offering by expectation of employment or continued employment -- Qualifying Employees will receive disclosure documents -- The offering is not subject to the supervision of the local securities regulator -- No market for the securities of the issuer in Canada -- Conditions imposed on first trades to ensure that they may only be effected in a closed system.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 74, 25, 53.

TRANSLATION

December 22, 2009

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

QUÉBEC AND ONTARIO

(the "Jurisdictions")

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

GROUPE UNIPEX SAS

(the "Filer")

DECISION

Background

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

1. an exemption from the prospectus requirements of the Legislation (the "Prospectus Requirements") so that they do not apply to the distribution of common shares (the "Common Shares") of SISMUX SAS (the "Employee-Owned Company") pursuant to an Employee Share Offering (as hereinafter defined) to Qualifying Employees (as hereinafter defined) of Canadian Affiliates (as hereinafter defined) who reside in the Jurisdictions and in Alberta and who elect to participate in the Employee Share Offering (the "Canadian Participants") (the "Prospectus Relief");

2. an exemption from the dealer registration requirements of the Legislation (the "Registration Requirements") so that they do not apply to the Filer and to the Employee-Owned Company to the extent that their activities described in paragraph 13 of the Representations require compliance with the Registration Requirements (the "Registration Relief" and, together with the Prospectus Relief, the "Offering Relief");

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

a) the Autorité des marchés financiers is the principal regulator for this application;

b) the Filer has provided notice that Subsection 4.7(1) of Regulation 11-102 respecting the Passport System (the "Regulation 11-102") is intended to be relied upon in the jurisdiction of Alberta; and

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

Interpretation

The terms defined in Regulation 14-101 respecting Definitions, Regulation 45-106 respecting Prospectus and Registration Exemptions and in Regulation 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 a corporation formed under the laws of France. It is not and has no current intention of becoming a reporting issuer under the Legislation or under Alberta securities legislation. The Filer's head office is located in France. The Filer's common shares and bonds (collectively, the "Filer's Securities") are not currently listed on a stock exchange and the Filer has no intention of listing any of its securities on a stock exchange. AXA LBO Fund IV ("AXA PE") holds 86.3 % of the issued and outstanding share capital of the Filer.

2. The Filer carries on business in Canada through Unipex Innovations Inc. and Unipex Solutions Canada Inc. (collectively, the "Canadian Affiliates" and, together with the Filer, "Groupe Unipex").

3. Each of the Canadian Affiliates is a subsidiary under the direct control of the Filer and is not, and has no current intention of becoming, a reporting issuer under the Legislation or under Alberta securities legislation. Groupe Unipex's Canadian head office is located in Québec and the Canadian Affiliates employ 70 people in Canada including 51 residing in Québec.

4. The Employee-Owned Company is a corporation formed under the laws of France. It is a special purpose entity created for the acquisition, holding, management and disposition of the Filer's Securities acquired to implement the Employee Share Offering. It is not and has no intention of becoming a reporting issuer under the Legislation or under Alberta securities legislation. The Employee-Owned Company is not an affiliate of the Filer nor an investment fund under the Legislation or under Alberta securities legislation. There are no tax advantages derived from the structure involving the Employee-Owned Company, but it allows the Filer to limit the number of its security holders.

5. The Common Share are not currently listed on a stock exchange and the Employee-Owned Company has no intention of listing any of its securities on a stock exchange. The Common Shares carry the right to vote, to receive dividends and to participate in the liquidation and winding-up of the Employee-Owned Company, in compliance with French laws. The Common Shares are subject to restrictions on transfer (as described in paragraph 10 of the Representations).

6. The Filer, the Employee-Owned Company and the Employee Share Offering are not subject to the oversight of the Autorité des marchés financiers in France.

7. The Filer has established a share purchase plan for employees of Groupe Unipex (the "Employee Share Offering") under which Canadian Participants will be provided with the opportunity to acquire Common Shares. Upon receiving the Canadian Participants' subscriptions for Common Shares, the Employee-Owned Company will, in turn, acquire Filer's Securities currently held by AXA PE, using 47.5 % of the subscription proceeds to purchase common shares and 47.5 % to purchase bonds. The remaining 5 % of the subscription proceeds will be used for general corporate purposes. The Employee-Owned Company will therefore hold such Filer's Securities as a registered holder.

8. In Canada, only persons who are employees of the Canadian Affiliates and who satisfy other acceptance criteria set out in the terms and conditions of the Employee Share Offering (the "Qualifying Employees") will be entitled to participate therein. It is currently expected that 28 employees will subscribe to Common Shares under the Employee Share Offering, of which 17 are residents of Canada.

9. The Filer's Securities held by the Employee-Owned Company will, at all times, represent a maximum interest of 2.9 % in the Filer's share capital. Upon completion of the Employee Share Offering, residents of Canada will indirectly hold 2.01 % of the Filer's common shares and 52.25 % of the Filer's bonds, once the Filer's Securities have been proportionally allocated.

10. Under the terms of the Employee Share Offering:

i) All Common Shares acquired by Canadian Participants will be subject to a hold period of at least six (6) years, subject to certain exceptions set out in the Employee-Owned Company's articles of incorporation.

ii) No transfer of Common Shares will be allowed for a period of six (6) years, except: (a) with the written consent of the president of the Employee-Owned Company and AXA PE; (b) upon employment being terminated; or (c) upon a change of control of the Filer, in compliance with the Filer's shareholders agreement. At the expiry of the six (6) year hold period, the written consent of AXA PE will no longer be required under (a) above;

iii) In the event of a termination without cause (as set out in the terms of the Employee Share Offering) of a Qualifying Employee, he or she shall be entitled to require that AXA PE (or any other person designated by AXA PE) purchase his or her Common Shares. AXA PE will, however, have the right to require the Qualifying Employee to transfer some or all of his or her Common Shares, depending on the duration of employment;

iv) In the event of a termination for cause (as set out in the terms of the Employee Share Offering) of a Qualifying Employee, AXA PE will have the right to require the Qualifying Employee to transfer all of his or her Common Shares, being understood that the Qualifying Employee will not be entitled to require the purchase of his or her Common Shares by AXA PE;

v) In the event of a third party offer to purchase all of the Filer's Securities, the Canadian Participants may be provided with the opportunity of tendering directly their Common Shares in answer to said third party offer, instead of the Employee-Owned Company tendering the Filer's Securities in answer to such offer.

11. Participation in the Employee Share Offering will be on a voluntary basis and Qualifying Employees will not be induced to participate in the Employee Share Offering by expectation of employment or continued employment.

12. Participation by a Canadian Participant to the Employee Share Offering will not be funded through payroll deductions but will be made through a single payment. Canadian Participants who decide to invest an amount representing more than 25 % of their gross annual remuneration for 2009 will be required to execute a risk acknowledgement form.

13. By soliciting Qualifying Employees in order to confirm their investment decision or to obtain their signature on the proper legal documentation and payment for their subscriptions, the Filer, the Employee-Owned Company and their directors, officers, employees, agents and representatives may be considered as having undertaken activities requiring compliance with the Registration Requirements.

14. The Canadian Participants will be provided with documentation explaining the terms and conditions of the Employee Share Offering along with a copy of the articles of incorporation of the Employee-Owned Company. This information will be available in French or in French and English, at the Canadian Participants' choice. The Canadian Participants will receive on a yearly basis financial information relating to the Filer and the Employee-Owned Company.

15. Groupe Unipex and the Employee-Owned Company are not in default under the Legislation or under Alberta securities legislation.

Decision

Each of the Decision Makers are satisfied that the decision meets the test set out in the Legislation for the Decision Makers to make the decision.

The decision of the Decision Makers under the Legislation is that the Offering Relief is granted, provided that the Prospectus Requirements and the Registration Requirements will apply to first trades in Common Shares acquired by Canadian Participants pursuant to this Decision, unless such trades are made:

1. in accordance with the terms and conditions of the Employee Share Offering; and

2. either between Qualifying Employees, with AXA PE, with the Employee-Owned Company or pursuant to the terms and conditions of an offer made by a third party to purchase all of the Filer's Securities, in compliance with the Filer's shareholders agreement.