BRITISH COLUMBIA UTILITIES COMMISSroH ORDER NUMBER G-16 - 90 PROVINCE OF BRITISH COLUMBIA BRITISH COLUMBIA UTILITIES COMMISSION IN THE MATTER OF the Utilities Commission Act, S.B.C. 1980, c. 60, as amended and IN THE MATTER OF an Application by Westcoast Energy Inc. and West Coast Gas Inc. BEFORE: J.G. McIntyre, ) Chairman; ) J.D.V. Newlands, ) February 9, 1990 Deputy Chairman; and ) N. Martin, ) Commissioner ) o R D E R WHEREAS Westcoast Energy Inc. (IIWestcoast tl ) entered into agreements in principle on July 4, 1989 to acquire from Central Capital Corporation the utility and propane divisions of Inter-City Gas Corporation, inclusive of the regulated utility grid systems in British Columbia; and WHEREAS on November 3, 1989 Westcoast requested a ruling by the Commission whether or not Sections 61(4) and 61(6) of the Utilities Commission Act ("the Act") applied in the acquisition of ICG Utilities (British Columbia) Ltd. ("ICG") and Victoria Gas Company (1988) Ltd. ("Viegas"); and WHEREAS the Commission provided a legal opinion confirming that Section 61(6) of the Act applied in the Westcoast acquisition of ICG and Viegas; and WHEREAS on January 16, 1990 Westcoast and WestCoast Gas Inc. (IIWestCoast Gas"), a wholly-owned subsidiary of Westcoast, filed an Applieation (lithe Application"), pursuant to Section 61(6) of the Act, for an Order of the Commission approving the acquisition by WestCoast Gas of a reviewable interest, being the indirect acquisition of all of the issued and outstanding common shares of ICG and Viegas; and WHEREAS on January 25, 26 and February 8, 1990 Westcoast provided additional information in support of the Application; and •••/ 2 SIXTH FLOOR, 900 HOWE STREET. VANCOUVER, B.C. V6Z 2N3, CANADA, TELEPHONE: (604) 660-4700, TOLL FREE 1-800-663-1385, FACSIMILE: (604) 660-1102
f BRITISH COLUMBIA UTILITIES COMMISSION ORDER NUMBER _~_u_-_lc_o_-_9_0 __- -2 WHEREAS the Commission has reviewed the Applieation and supporting documentation, and is satisfied that the acquisition of ICG and Vi egas by WestCoast Gas is in the publie interest; and WHEREAS WestCoast Gas has filed evidence demonstrating its compliance with the Conditions of this Order. NOW THEREFORE the Commission orders as follows: 1. Pursuant to Section 61(8) of the Act the acquisition of ICG and Viegas by WestCoast Gas is approved. 2. Westcoast will not recover any acquisition premium over book value in the rates of ICG and Viegas. 3. West coast will assist in future debt/equity financing requirements of ICG and Viegas. In the event that the Commission is not satisfied with any financing arrangement contemplated by ICG and Viegas, ICG Investments Ltd. and/or ICG Utilities (Canada) Ltd. (lCG and Viegas' parent and grandparent, or their successors) will endeavour to raise the required capital and make such funds available to ICG and Viegas, at cost. 4. Westcoast will not require ICG or Viegas to guarantee any indebtedness of Westcoast or its affiliates. 5. Westcoast, or its affiliates, will limit the management fees, if any, chargeable to ICG and Viegas to the level, as determined by the Commission, to be fair and reasonable. 6. Westcoast will cause ICG or its subsidiaries to meet all obligations contained in the agreements between ICG and the Province of British Columbia with respect to the purchase of Viegas and the distribution rights on Va ncou ver Island. 7. Westcoast will cause ICG or its subsidiaries to make every effort to attain the plans and benefits as stated in item 6 of the Applieation. 8. Westcoast will receive approvals from all related Board and regulatory bodies, as necessary. 9. Westcoast will pay the Commission's legal costs associated with the review of the Application. DA~ the City of Vancouver, in the Province of British Columbia, this / oay of February, 1990. 52I/28/ph
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