IN THE MATTER OF THE SECURITIES LEGISLATION OF
BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN MANITOBA, ONTARIO, Qu�bec, AND NOVA
SCOTIA
AND
IN THE MATTER OF THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF OIL SANDS SPLIT TRUST
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatory authority
or regulator (the "Decision
Maker") in each of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario,
Qu�bec and Nova Scotia (the "Jurisdictions") have received an application from
Oil Sands Split Trust (the "Issuer") for a decision under the securities
legislation (the "Legislation") of the Jurisdictions that the Issuer
be exempt from the requirement to deliver to its security holders interim financial
statements for
the period from June 13, 2003 to June 30, 2003, as would otherwise be required
pursuant to
applicable Legislation;
AND WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief
Applications (the "System"), Ontario is the principal regulator for
this
application;
AND WHEREAS, unless otherwise defined, the terms herein have the meaning set out in
National Instrument 14-101 Definitions or in Quebec Commission Notice 14-101;
AND WHEREAS the Issuer has represented to the Decision Maker that:
1. The Issuer filed a final prospectus dated June 13, 2003 (the "Prospectus")
with the securities regulatory authority in each of the provinces of Canada pursuant to
which a distribution of 2,500,000 preferred securities (the "Preferred
Securities") and 2,500,000 capital units (the "Capital Units")
of the
Issuer was completed on July 3, 2003.
2. The Issuer was established under the laws of the Province of Ontario pursuant
to a trust agreement dated June 13, 2003. The fiscal year end of the Issuer is
December 31,
with the first fiscal year end to occur on December 31, 2003. Pursuant to the
requirements of the Legislation, and subject to any relief obtained pursuant
to this application, the
Issuer would be required to prepare and file in the Jurisdictions and deliver
to its
security holders interim financial statements (the "Initial Interim Financial
Statements") for the period from June 13, 2003 to June 30, 2003.
3. The final redemption of the Preferred Securities and the Capital Units of the Issuer is
scheduled to occur on September 15, 2010.
4. The authorized capital of the Issuer consists of an unlimited number of Capital
Units, of which 2,500,000 are issued and outstanding. An aggregate principal
amount of
$42,500,000 of Preferred Securities has been authorized to be issued, of which
2,500,000 Preferred Securities having an aggregate principal amount of $42,500,000
are issued and
outstanding. The attributes of the Preferred Securities and the Capital Units
are
described under the headings "Certain Provisions of the Preferred Securities"
and "Certain Provisions of the Capital Units" on pages 18 and 21, respectively,
of the Prospectus.
5. RBC Dominion Securities Inc. acted as an agent for, and was the promoter of, the Issuer
in respect of the offerings of the Preferred Securities and the Capital Units.
6. The principal undertaking of Issuer is the holding of a portfolio of trust
units (the "COS Units") of Canadian Oil Sands Trust in order to generate
quarterly fixed interest payments for the holders of Preferred Securities and
to enable the holders of
Capital Units to participate in any capital appreciation in the COS Units. The
COS Units
held by the Issuer will only be disposed of as described in the Prospectus.
7. The Prospectus included an audited statement of financial position of the Issuer as at
June 13, 2003 and an unaudited pro forma statement of financial position as at June 13,
2003 prepared on the basis of the completion of the sale and issue of Capital Units and
Preferred Securities of the Issuer. As such, the financial position of the Issuer as at
June 30, 2003 will have been substantially reflected in the pro forma financial statements
contained in the Prospectus.
8. The Issuer is an inactive company, the sole purpose of which is to provide a vehicle
through which different investment objectives with respect to participation in the COS
Units may be satisfied. Holders of Capital Units will be entitled on redemption to the
benefits of any capital appreciation in the market price of the COS Units after payment of
administrative and operating expenses of the Issuer and the fixed distributions on the
Preferred Securities, and holders of Preferred Securities will be entitled to receive
fixed cumulative preferential distributions on a quarterly basis equal to $0.36125 per
Preferred Security.
9. The benefit to be derived by the security holders of the Issuer from receiving the
Initial Interim Financial Statements would be minimal in view of (i) the short period
(i.e., 17 days) from the date of the Prospectus to June 30, 2003; (ii) the pro forma
financial statements contained in the Prospectus; and (iii) the nature of the minimal
business carried on by the Issuer.
10. The expense to the Issuer of sending to its security holders the Initial Interim
Financial Statements would not be justified in view of the benefit to be derived by the
security holders from receiving such statements.
11. The annual unaudited financial statements of the Issuer for the period ending December
31, 2003 will include the period from June 13, 2003 to June 30, 2003.
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;
IT IS HEREBY DECIDED by the Decision Makers pursuant to the Legislation that the Issuer is
exempted from the requirement to deliver to its security holders the Initial Interim
Financial Statements, provided that
(i) the Initial Interim Financial Statements are filed and posted for viewing on SEDAR;
(ii) the Issuer issue, and file on SEDAR, a press release informing security holders of their right to receive the Initial Interim Financial Statements upon request; and
(iii) the Issuer send a copy of such Initial Interim Financial Statements to any security holder of the Issuer who so requests.
DATED August 29, 2003
H. Lorne Morphy, Q.C. | Wendell S. Wigle |