Hearings and Proceedings

IN THE MATTER OF: THE SECURITIES ACT

- and –

IN THE MATTER OF: CONSOLIDATED PROPERTIES LTD.

REASONS FOR DECISION
OF
THE MANITOBA SECURITIES COMMISSION

Hearing:	October 26, 2000
Panel:	Mr. Donald G. Murray Mr. M. S. Fages	Chairman Commissioner
Counsel:
	Steven H. Leitl Charles Berard	For Aspen Properties Ltd.
	Kevin T. Williams Norman K. Snyder	For Consolidated Properties Ltd.
	Christopher Besko	For the Staff of the Manitoba Securities Commission
	Stanley Magidson Terrence Moore	For the Staff of the Ontario Securities Commission

REASONS FOR DECISION

On October 26, 2000 the Manitoba Securities Commission and the Ontario Securities Commission jointly heard an application by Aspen Properties Ltd. in respect of a takeover bid it had made for approximately 30% of the outstanding shares of Consolidated Properties Ltd. (Consolidated), for an order terminating the operation of a shareholder rights plan adopted by Consolidated.

On October 26, 2000, the Chair of the Manitoba Securities Commission delivered a decision on behalf of both commissions and advised that written reasons would follow. The decision provided that, if Aspen Properties Ltd. extended its bid the commissions would issue orders terminating the rights plan as at 5:00 o'clock p.m., CST on Friday, November 3, 2000 (provided, of course, the rights plan had not been waived by Consolidated prior to that time). On November 15, 2000 the Ontario Securities Commission issued its Reasons for Decision, a copy of which is attached as Appendix A. We concur with and adopt the Reasons of the Ontario Securities Commission.

November 15, 2000

"D. G. Murray"
Donald G. Murray
Chair

"M. S. Fages"
M. S. Fages
Commissioner