SIXTH FLOOR, 900 HOWE STREET, BOX 250 TELEPHONE: (604) 660-4700 VANCOUVER, B.C. V6Z 2N3 Be TOLL FREE: 1-800-663-1385 CANADA FACSIMILE: (604) 660-1102 AN ORDER IN THE MATIER OF the Utilities Commission Act, S.B.C. 1980, c. 60, as amended and An Application by Centra Gas British Columbia Inc. for Approval to Dispose of Utilities Assets and Issue Shares of Newly Created Companies for the Whistler, Port Alice and Fort St. John Districts BEFORE: M.K. Jaccard, Chairperson; and ) L.R. Barr, Deputy Chairperson ) September 14, 1995 ORDER WHEREAS: A. On August 31, 1995 Centra Gas British Columbia Inc. ("Centra Gas") applied to the Commission, pursuant to Section 59 of the Utilities Commission Act ("the Act"), for approval to dispose of utility assets, namely those of the Fort St. John, Whistler and Port Alice Districts; and B. Concurrently Centra Gas applied to the Commission, pursuant to Section 57 of the Act, for approval for its newly established regulated utilities of Centra Gas Fort St. John Inc., Centra Gas Whistler Inc. and Centra Gas Port Alice Inc. to issue common shares to Centra Gas Inc. valued at the approved equity level for each of the respective Centra Gas districts; and C. Centra Gas Fort St. John Inc., Centra Gas Whistler Inc., Centra Gas Port Alice Inc. will pay to Centra Gas the net book value of the assets acquired minus the debt outstanding on those assets. The outstanding debt related to those assets will be reassigned to the new companies; and D. Centra Gas submits that no change in control or ultimate ownership of the utility assets and operations in Fort St. John, Port Alice and Whistler will occur. No new shareholders will be created which will have a reviewable interest as defined in Section 61 of the Act. The existing approved rate base and capital structure will be maintained. Centra Gas confirmed that it will not seek recovery of any of the restructuring costs from its customers in Fort St. John, Whistler and Port Alice. E. The Commission has reviewed the transaction and finds that its approval is necessary and in the public interest. NOW THEREFORE the Commission orders as follows: 1. Pursuant to Section 59 of the Act, the Commission approves for Centra Gas the disposition of its utility assets namely the Fort St. John, Whistler and Port Alice Districts. 2. Pursuant to Section 57 of the Act the Commission approves for Centra Gas Fort St. John Inc., Centra Gas Whistler Inc. and Centra Gas Port Alice Inc. the issuance of common shares to Centra Gas Inc., at the Commission approved equity level for the respective service areas. . . ./2
2 G-78-95 3. Centra Gas is to file appropriate shareholder resolutions and articles of incorporation for the utilities in a timely manner. 4. Upon execution of the above-noted transactions, Centra Gas Fort St. John Inc., Centra Gas Whistler Inc. and Centra Gas Port Alice Inc. will be subject to Commission regulation and jurisdiction under the Act in 5. All in-force orders of the Commission relating to the regulation of Centra Gas and its utility operations will continue to apply to the newly created subsidiaries - Centra Gas Fort St. John Inc;, Centra Gas Whistler Inc. and Centra Gas Port Alice Inc. DATED at the City of Vancouver, in the Province of British Columbia, this day of September 1995. BY ORDER Dr. Mark K. JU-"-"UIU Chairperson Order/CG-DisposeAssets&SplitOut
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