Diesmal sind es die richtigen news:
BC SECURITIES COMMISSION ("BCSC,BCSEC-V")
AVIATION GROUP INC ("AVG-B;AVGP-Q")
- BCSC Re Aviation Group Inc
Headnote
Mutual Reliance Review System for Exemptive Relief Applications -
Relief from registration and prospectus requirements in respect of trades
in connection with a reverse takeover of a U.S. public company by a
Canadian public company using an exchangeable share structure where
exemptions not available for technical reasons. First trade relief for
exchangeable shares and shares of resulting U.S. public company subject to
U.S. public company becoming a reporting issuer. U.S. public company deemed
to be a reporting issuer in certain jurisdictions.
Applicable British Columbia Provisions
Securities Act, R.S.B.C. 1996, c. 418, ss. 1(1), 34(1)(a), 45(2)(9),
48, 61, 74(2)(8) and 76
IN THE MATTER OF THE SECURITIES LEGISLATION OF ALBERTA, BRITISH
COLUMBIA, MANITOBA, NEW BRUNSWICK, NEWFOUNDLAND, NOVA SCOTIA, ONTARIO,
PRINCE EDWARD ISLAND, QUBEC, SASKATCHEWAN, NORTHWEST TERRITORIES,
YUKON TERRITORY AND NUNAVUT
AND
IN THE MATTER OF THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE
RELIEF APPLICATIONS
AND
IN THE MATTER OF AVIATION GROUP, INC., AVIATION GROUP CANADA LTD. AND
TRAVELBYUS.COM LTD.
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatory authority or regulator (the
"Decision Makers") in each of Alberta, British Columbia, Manitoba, New
Brunswick, Newfoundland, Nova Scotia, Ontario, Prince Edward Island,
Qubec, Saskatchewan, Northwest Territories, the Yukon Territory and
Nunavut (collectively, the "Jurisdictions") has received an application
from Aviation Group, Inc. ("Aviation"), Aviation Group Canada Ltd.
("Aviation Subco") and Travelbyus.com Ltd. ("Travelbyus") (collectively,
the "Filer") for a decision under the securities legislation of the
Jurisdictions (the "Legislation") that the requirements contained in the
Legislation to be registered to trade in a security and to file a
preliminary prospectus and a prospectus and receive receipts therefor prior
to distributing a security (the "Registration and Prospectus Requirements")
shall not apply to certain trades of securities in connection with the
proposed reorganization of the capital structure of Travelbyus by way of
plan of arrangement (the "Plan of Arrangement") and the simultaneous
acquisition by Aviation Subco, a wholly-owned subsidiary of Aviation, of
certain securities of Travelbyus (the "Transaction");
AND WHEREAS pursuant to the Mutual Reliance Review System for
Exemptive Relief Applications (the "System"), the British Columbia
Securities Commission is the principal regulator for this application;
AND WHEREAS the Filer has represented to the Decision Makers that: 1.
Aviation was incorporated in the State of Texas on December 4, 1995;
Aviation is subject to the reporting requirements of the United States
Securities Exchange Act of 1934, as amended; Aviation is not currently a
"reporting issuer" or the equivalent in any province or territory of
Canada;
2. Aviation`s authorized capital consists of 10,000,000 shares of
common stock, US$0.01 par value (the "Aviation Common Shares") and
5,000,000 shares of preferred stock, US$0.01 par value; as of December 27,
2000 there were approximately 5,121,722 Aviation Common Shares and 3,803
preferred shares issued and outstanding; as part of the Transaction,
Aviation will issue one special voting stock, US$0.01 par value (the
"Special Voting Share") to a trustee (the "Trustee") in accordance with the
Exchange Agreement (defined below);
3. as part of the Transaction, Aviation held a shareholders` meeting
at which its shareholders passed certain resolutions in connection with the
Transaction, including the consolidation of Aviation`s outstanding Common
Shares on a five-for-one basis and the increase of Aviation`s authorized
capital to 250,000,000 Common Shares and 5,000,000 shares of preferred
stock;
4. the Aviation Common Shares trade on the Nasdaq SmallCap Market and
Boston Stock Exchange; applications will be made as required by Aviation to
the Nasdaq SmallCap Market and Boston Stock Exchange to list the additional
Aviation Common Shares issuable from time to time in connection with the
Transaction;
5. Aviation Subco is a wholly-owned subsidiary of Aviation which was
incorporated under the laws of the Province of Ontario on March 8, 2000;
Aviation Subco was incorporated as a vehicle to hold all of the Travelbyus
Common Shares which will be outstanding after the closing of the
Transaction and to hold the various call rights related to the Exchangeable
Shares (defined below); Aviation Subco`s only material asset upon
completion of the Transaction will be the issued and outstanding Travelbyus
Common Shares;
Travelbyus was incorporated pursuant to the Business Corporations Act
(Ontario) on July 21, 1986 under the name "MVP Capital Corp."; on October
23, 1996, Travelbyus filed articles of amendment to change its name of
"LatinGold Inc."; on June 4, 1999, Travelbyus filed articles of amendment
to change its name to its current name;
6. Travelbyus has been a "reporting issuer" or the equivalent in each
of the Provinces of Alberta, British Columbia, Manitoba, Ontario, Quebec
and Saskatchewan for at least 12 months and is not in default of any
requirement of the Legislation; the Travelbyus Common Shares trade on The
Toronto Stock Exchange, the Winnipeg Stock Exchange and the Frankfurt Stock
Exchange;
7. the authorized capital of Travelbyus currently consists of an
unlimited number of common shares (the "Travelbyus Common Shares");
the outstanding capital of Travelbyus as at December 27, 2000 consists
of 104,696,869 Travelbyus Common Shares, warrants to purchase up to
7,506,020 Travelbyus Common Shares (the "Travelbyus Warrants"), options to
purchase up to 7,843,300 Travelbyus Common Shares (the "Travelbyus
Options") and other rights outstanding to acquire up to 10,244,442
Travelbyus Common Shares; in addition, as at December 27, 2000, Travelbyus
has $9,456,000 principal amount of 12.5% senior debentures outstanding with
a maturity date of September 9, 2001;
8. the head office of Travelbyus is in British Columbia;
9. pursuant to an arrangement agreement (the "Arrangement Agreement")
made as of May 3, 2000 between Aviation, Aviation Subco and Travelbyus, a
sequence of transactions occurs that effectively converts all of
Travelbyus` existing outstanding securities into Exchangeable Shares which
will be exchangeable for Aviation Common Shares;
10. pursuant to the Arrangement Agreement a special meeting (the
"Meeting") of the shareholders of Travelbyus (the "Shareholders") was held
in accordance with an interim order of the Ontario Superior Court of
Justice whereby the Shareholders passed certain resolutions approving the
arrangement (the "Arrangement") and authorizing the filing of articles of
arrangement (the "Articles of Arrangement");
11. in connection with the Meeting, Travelbyus has mailed to each
Shareholder (i) a notice of special meeting, (ii) a form of proxy, (iii)
the text of the special resolution approving the Arrangement and (iv) an
information circular (the "Circular") containing prospectus level
disclosure regarding the Transaction, each Shareholder`s dissent rights,
the Arrangement, the characteristics of the Exchangeable Shares and the
Aviation Common Shares (collectively, the "Shareholder Materials");
12. the Circular was filed and approved by the Securities and Exchange
Commission in the United States as the S4 registration statement for
Aviation; the Circular has been filed in the Jurisdictions;
13. pursuant to the terms of the Plan of Arrangement, commencing at
the effective time of the closing of the Transaction, the following events
will occur: (a) the filing of the Articles of Arrangement will create (i) a
new class of voting, convertible preferred shares designated as "preferred
shares" (the "Travelbyus Preferred Shares"); and (ii) a new class of shares
designated as "exchangeable shares" (the "Exchangeable Shares");
(b) Aviation Subco will subscribe for one Travelbyus Preferred Share;
(c) each outstanding Travelbyus Common Share held by a Shareholder
(other than Travelbyus Common Shares held by a Shareholder who exercises
its dissent rights and is ultimately entitled to be paid the fair value of
its Travelbyus Common Shares) will be automatically converted into
Exchangeable Shares on a one-for-one basis;Shareholders will receive cash
in lieu of any fractional Exchangeable Shares they would otherwise be
entitled to receive;
(d) Aviation Subco will convert its Travelbyus Preferred Share into
one Travelbyus Common Share; at such time, Aviation Subco will be the only
holder of Travelbyus Common Shares;
(e) each Travelbyus Option will be exchanged for an option to acquire
Aviation Common Shares (the "Aviation Options") provided that the number of
Aviation Common Shares that may be acquired will be adjusted on a
five-for-one basis subject to any further adjustments and the strike price
for each Aviation Option will be multiplied by five, subject to any futher
adjustments (and after giving effect to currency conversions);
(f) each Travelbyus Warrant will be deemed to be exercisable for
Exchangeable Shares without any further action on the part of the holder;
and (g) Aviation will issue and deposit with the Trustee one Special Voting
Share (described below) in accordance with the Exchange Agreement
(described below);
14. each Exchangeable Share, together with the Exchange Agreement and
Support Agreement described below, will provide holders thereof with a
security of a Canadian issuer having economic attributes which are
substantially equivalent, in all material respects, to those of one-fifth
of an Aviation Common Share; Exchangeable Shares will be received by
Shareholders on a Canadian tax-deferred, roll-over basis;
the Exchangeable Shares will be exchangeable by a holder thereof for
Aviation Common Shares on a five-for-one basis (subject to certain
adjustments and assuming Aviation effects a five-for-one consolidation of
its shares of common stock, as expected) at any time at the option of such
holder and will be required to be exchanged upon the occurrence of certain
events, as more fully described below; dividends will be payable on the
Exchangeable Shares contemporaneously and in one-fifth of the equivalent
amount per share as dividends on the Aviation Common Shares; holders of
Exchangeable Shares will receive cash in lieu of any fractional Aviation
Common Shares they would otherwise be entitled to receive on exchange of
Exchangeable Shares;
if Aviation does not effect a five-for-one consolidation of its
shares, the Exchangeable Shares will be exchangeable for Aviation Common
Shares on a one-for-one basis and the ratio for payment of dividends and
distribution of assets upon liquidation, dissolution or winding-up of
Travelbyus or Aviation, as the case may be, will be adjusted accordingly;
15. the Exchangeable Shares will rank senior to the Travelbyus Common
Shares and the Travelbyus Preferred Shares, in respect of the payment of
dividends and the distribution of assets in the event of the liquidation,
dissolution or winding-up of Travelbyus; the Exchangeable Share Provisions
will provide that each Exchangeable Share will entitle the holder to
dividends from Travelbyus payable at the same time as, and economically
equivalent to, each dividend paid by Aviation on Aviation Common Shares;
subject to the overriding call right of Aviation Subco referred to below,
on the liquidation, dissolution or winding-up of Travelbyus, a holder of
Exchangeable Shares will be entitled to receive from Travelbyus for each
Exchangeable Share held an amount equal to one-fifth of the then current
market price of an Aviation Common Share, to be satisfied by delivery of
one-fifth of one Aviation Common Share (subject to adjustment), together
with, on the designated payment date therefor and to the extent not already
paid by Travelbyus on a dividend payment date, all declared and unpaid
dividends on each such Exchangeable Share (such aggregate amount, the
"Liquidation Amount"); upon a proposed liquidation, dissolution or
winding-up of Travelbyus, Aviation Subco will have an overriding call right
(the "Liquidation Call Right") to purchase all of the outstanding
Exchangeable Shares from the holders thereof (other than Aviation or its
affiliates) for a price per share equal to the Liquidation Amount;
16. the Exchangeable Shares will be non-voting (except as required by
the Exchangeable Share Provisions or by applicable law) and will be
retractable at the option of the holder at any time; subject to the
overriding call right of Aviation Subco referred to below, upon retraction
the holder will be entitled to receive from Travelbyus for each
Exchangeable Share retracted an amount equal to one-fifth of the then
current market price of an Aviation Common Share, to be satisfied by
delivery of one-fifth of one Aviation Common Share (subject to adjustment),
together with, on the designated payment date therefor and to the extent
not already paid by Travelbyus on a dividend payment date, all declared and
unpaid dividends on each such retracted Exchangeable Share (such aggregate
amount, the "Retraction Price");
upon being notified by Travelbyus of a proposed retraction of
Exchangeable Shares, Aviation Subco will have an overriding call right (the
"Retraction Call Right") to purchase from the holder all of the
Exchangeable Shares that are the subject of the retraction notice for a
price per share equal to the Retraction Price;
17. subject to the overriding call right of Aviation Subco referred to
below in this paragraph, Travelbyus shall redeem all the Exchangeable
Shares then outstanding on January 1, 2003 (the "Automatic Redemption
Date"); the board of directors of Travelbyus may accelerate the Automatic
Redemption Date in certain circumstances, as described in the Exchangeable
Share Provisions; upon such redemption, a holder will be entitled to
receive from Travelbyus for each Exchangeable Share redeemed, an amount
equal to one-fifth of the then current market price of an Aviation Common
Share on the last business day prior to the Automatic Redemption Date, to
be satisfied by the delivery of one-fifth of one Aviation Common Share
(subject to adjustment), together with, to the extent not already paid by
Travelbyus on a dividend payment date, all declared and unpaid dividends on
each such redeemed Exchangeable Share (such aggregate amount, the
"Redemption Price"); upon being notified by Travelbyus, of a proposed
redemption of Exchangeable Shares, Aviation Subco will have an overriding
call right (the "Redemption Call Right") to purchase from the holders all
of the outstanding Exchangeable Shares (other than Aviation or its
affiliates) for a price per share equal to the Redemption Price;
18. upon the liquidation, dissolution or winding-up of Aviation, the
Exchangeable Shares will be automatically exchanged for Aviation Common
Shares pursuant to the Exchange Agreement (described below), in order that
holders of Exchangeable Shares may participate in the dissolution of
Aviation on the same basis as holders of Aviation Common Shares; upon the
insolvency of Travelbyus, holders of Exchangeable Shares may put their
shares to Aviation in exchange for Aviation Common Shares, pursuant to the
Exchange Right described in greater detail below;
19. the Special Voting Share will be authorized for issuance pursuant
to the Arrangement Agreement and will be issued under the Exchange
Agreement to the Trustee for the benefit of the holders of the Exchangeable
Shares outstanding from time to time (other than Aviation and its
affiliates); the Special Voting Share will carry a number of voting rights,
exercisable at any meeting of the holders of Aviation Common Shares, equal
to one-fifth of the number of Exchangeable Shares outstanding from time to
time (that are not owned by Aviation and its affiliates); the holders of
the Aviation Common Shares and the holder of the Aviation Special Voting
Share will vote together as a single class on all matters; holders of
Exchangeable Shares will exercise the voting rights attached to the
Aviation Special Voting Share through the mechanism of the Exchange
Agreement; each voting right attached to the Special Voting Share must be
voted by the Trustee pursuant to the instructions of the holder of the
related Exchangeable Share; in the absence of any such instructions from a
holder, the Trustee will not be entitled to exercise any voting rights;
20. upon the exchange of all of a holder`s Exchangeable Shares for
Aviation Common Shares, all rights of the holder of Exchangeable Shares to
exercise votes attached to the Special Voting Share will cease;
21. in order to assist non-residents of Canada in exchanging their
Exchangeable Shares without having to deliver a certificate under section
116 of the Income Tax Act (Canada), the Exchangeable Shares will be listed
on The Toronto Stock Exchange until December 31, 2001;
22. contemporaneously with the closing of the Transaction, Aviation,
Aviation Subco, Travelbyus and the Trustee will enter into an exchange
agreement (the "Exchange Agreement"); under the Exchange Agreement,
Aviation will grant to the Trustee, as trustee for and on behalf of the
holders of the Exchangeable Shares, a put right (the "Exchange Right"),
exercisable upon the insolvency of Travelbyus, to require Aviation to
purchase from a holder of Exchangeable Shares all or any part of its
Exchangeable Shares; the purchase price for each Exchangeable Share
purchased by Aviation will be an amount equal to one-fifth of the then
current market price of an Aviation Common Share, to be satisfied by the
delivery to the holder, of one-fifth of one Aviation Common Share (subject
to adjustment), together with an additional amount equivalent to the full
amount of all declared and unpaid dividends on such Exchangeable Share;
23. under the Exchange Agreement, upon the liquidation, dissolution or
winding-up of Aviation, Aviation will be required to purchase each
outstanding Exchangeable Share, and each holder will be required to sell
all of its Exchangeable Shares (such purchase and sale obligations are
hereafter referred to as the "Automatic Exchange Right"), for a purchase
price per share equal to one-fifth of the then current market price of an
Aviation Common Share, to be satisfied by the delivery to the holder of
one-fifth of one Aviation Common Share (subject to adjustment), together
with an additional amount equivalent to the full amount of all declared and
unpaid dividends on each such Exchangeable Share;
24. contemporaneously with the closing of the Transaction, Aviation,
Aviation Subco and Travelbyus will enter into a Support Agreement which
will provide that Aviation will not declare or pay any dividend on the
Aviation Common Shares unless Travelbyus simultaneously declares and pays
an economically equivalent dividend on the Exchangeable Shares and that
Aviation will ensure that Travelbyus and Aviation Subco will be able to
honour the redemption and retraction rights and dissolution entitlements
that are attributes of the Exchangeable Shares under the Exchangeable Share
Provisions and the related redemption, retraction and liquidation call
rights described above;
25. the Support Agreement will also provide that if Aviation makes any
changes to the Aviation Common Shares (e.g., subdivision, consolidation or
reclassification), then the Exchangeable Shares are automatically adjusted
such that the holders of such Exchangeable Shares will receive, upon
exercise of their Exchangeable Shares, the same number of Aviation Common
Shares and other consideration that they would have received had they
exchanged their Exchangeable Shares immediately prior to the effective date
or record date of such event;
26. the steps under the Transaction and the attributes of the
Exchangeable Shares contained in the Exchangeable Share Provisions, the
Support Agreement and the Exchange Agreement involve or may involve a
number of trades of securities (the "Trades") and there may be no
registration and prospectus exemptions available under the Legislation for
certain of the Trades;
27. the fundamental investment decision to be made by a Travelbyus
shareholder is made at the time of the Transaction, when such holder votes
in favour of the special resolution approving the Arrangement;
as a result of this decision, a holder receives Exchangeable Shares in
exchange for the holder`s Travelbyus Common Shares; as the Exchangeable
Shares will provide certain Canadian tax benefits to certain Canadian
holders but will otherwise be the economic equivalent in all material
respects to the Aviation Common Shares, all subsequent exchanges of
Exchangeable Shares are in furtherance of the holder`s initial investment
decision to acquire Exchangeable Shares on the closing of the Transaction;
28. if not for income tax considerations, Canadian holders of
Travelbyus Common Shares could have received Aviation Common Shares without
receiving Exchangeable Shares; the receipt of Exchangeable Shares under the
Transaction will enable certain holders of Travelbyus Common Shares to
defer Canadian income tax;
29. on the effective date of the Arrangement, if all of the holders of
Exchangeable Shares or rights to acquire Exchangeable Shares were to
exchange the Exchangeable Shares for Aviation Common Shares and assuming
that Aviation effects the proposed five-for-one consolidation of its Common
Shares: (a) as many as 14,118,069 Aviation Common Shares representing as
much as 64% of the outstanding Aviation Common Shares would be held by
Canadian residents; and (b) former Travelbyus shareholders would hold
20,939,374 Aviation Common Shares representing 95% of total issued and
outstanding Aviation Common Shares;
30. the Transaction is effectively a reverse takeover under which a
Canadian public company is acquiring a smaller U.S. public company;
upon completion of the Transaction, Aviation will focus on developing
and expanding the Travelbyus business of which more than 95% will be
conducted in the United States;
31. there will be approximately one million Aviation Common Shares
trading on the Nasdaq SmallCap Market following completion of this
Transaction (assuming that Aviation completes its proposed five-for-one
consolidation of its Common Shares and assuming that no Exchangeable Shares
have been exchanged for Aviation Common Shares);
32. there will be at least 104,696,869 Exchangeable Shares listed for
trading on The Toronto Stock Exchange following completion of this
Transaction (assuming that no Exchangeable Shares are exchanged for
Aviation Common Shares and assuming that no holders of options or warrants
to acquire Travelbyus Common Shares have exercised their rights);
33. the majority of operations of Travelbyus (and Aviation following
completion of the Transaction), take place in a leased facility in Reno,
Nevada comprising approximately 37,000 square feet; Travelbyus also has
leased offices in California, Oregon, Florida and British Columbia;
34. following completion of the Arrangement, three of the eight
members of the board of directors of Aviation and three of the ten senior
officers of Aviation will be resident in Canada; at least one director and
one senior officer who are currently resident in Canada intend to or are in
the process of moving to the United States;
35. in respect of those Jurisdictions in which an issuer cannot be
deemed to be a reporting issuer under the Legislation, Travelbyus and
Aviation will, from and after the completion of the Arrangement, make the
same continuous disclosure filings as are required by reporting issuers or
issuers having a status equivalent to that of a reporting issuer;
AND WHEREAS pursuant to the System, this MRRS Decision Document
evidences the decision of each Decision Maker (collectively, the
"Decision");
AND WHEREAS 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;
THE DECISION of the Decision Makers under the Legislation is: 1. the
Registration and Prospectus Requirements shall not apply to the Trades;
2. the first trade in Exchangeable Shares acquired under the
Transaction, other than for the purpose of obtaining Aviation Common Shares
under the Exchangeable Share Provisions, the Support Agreement and Exchange
Agreement, shall be deemed to be a distribution or a primary distribution
to the public under the Legislation of the Jurisdiction in which the trade
takes place (the "Applicable Legislation"), unless: (a) each of Travelbyus
and Aviation is a reporting issuer or the equivalent under the Applicable
Legislation at the time of such first trade, or in the case of Manitoba,
Newfoundland, Prince Edward Island, New Brunswick, the Yukon Territory, the
Northwest Territories and the Nunavut Territory, Travelbyus and Aviation
have made the same continuous disclosure filings as are required by
reporting issuers or issuers having a status equivalent to that of a
reporting issuer;
(b) if the seller is an insider or officer of Aviation, the seller has
no reasonable grounds to believe that Aviation is in default of any
requirement of the Applicable Legislation;
(c) no unusual effort is made to prepare the market or to create a
demand for the Exchangeable Shares;
(d) no extraordinary commission or other consideration is paid in
respect of such first trade; and (e) except in Qubec, such first trade is
not from the holdings of a person or company who holds a sufficient number
of the voting rights attached to all outstanding voting securities of
Aviation to affect materially the control of Aviation, or each person or
company in a combination of persons or companies, acting in concert by
virtue of an agreement, arrangement, commitment or understanding, which
holds in total a sufficient number of the voting rights attached to all
outstanding voting securities of Aviation to affect materially the control
of Aviation, and if a person or company or combination of persons or
companies holds more than 20% of the voting rights attached to all
outstanding voting securities of Aviation, the person or company or
combination of persons or companies is deemed, in the absence of evidence
to the contrary, to hold a sufficient number of the voting rights to affect
materially the control of Aviation;
3. the first trade in Aviation Common Shares acquired on exchange of
the Exchangeable Shares under the Exchangeable Share Provisions, the
Support Agreement and the Exchange Agreement, shall be deemed to be a
distribution or a primary distribution to the public under the Applicable
Legislation, unless: (a) Aviation is a reporting issuer or the equivalent
under the Applicable Legislation at the time of such first trade or, in the
case of Manitoba, Newfoundland, Prince Edward Island, New Brunswick, the
Yukon Territory, the Northwest Territories and the Nunavut Territory,
Aviation has made the same continuous disclosure filings as are required by
reporting issuers or issuers having a status equivalent to that of a
reporting issuer;
(b) if the seller is an insider or officer of Aviation, the seller has
no reasonable grounds to believe that Aviation is in default of any
requirement of the Applicable Legislation;
(c) no unusual effort is made to prepare the market or to create a
demand for the Aviation Common Shares;
(d) no extraordinary commission or other consideration is paid in
respect of such first trade;
(e) except in Qubec, such first trade is not from the holdings of a
person or company who holds a sufficient number of the voting rights
attached to all outstanding voting securities of Aviation to affect
materially the control of Aviation, or each person or company in a
combination of persons or companies, acting in concert by virtue of an
agreement, arrangement, commitment or understanding, which holds in total a
sufficient number of the voting rights attached to all outstanding voting
securities of Aviation to affect materially the control of Aviation, and if
a person or company or combination of persons or companies holds more than
20% of the voting rights attached to all outstanding voting securities of
Aviation, the person or company or combination of persons or companies is
deemed, in the absence of evidence to the contrary, to hold a sufficient
number of the voting rights to affect materially the control of Aviation;
and (f) such trade is executed through the facilities of an exchange or
market outside Canada; and 4. in British Columbia, Ontario, Alberta, Nova
Scotia, Saskatchewan and Qubec, Aviation is deemed to be a reporting
issuer as of the effective date of the Arrangement.
DATED January 15, 2001.
Adrienne Salvail-Lopez
Commissioner
TEL: (604) 899-6500 British Columbia Securities Commission
FAX: (604) 899-6506
__________________________________________________
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