Clause 86

Notwithstanding sections 282V, 282W, 282X(1)(d) and (e) and (3)(c) and 282ZB, where —

debentures with an attached right of conversion into units in a business trust are acquired pursuant to an offer made in reliance on an exemption under section 274 or 275; and

the debentures are then converted into the units,then Subdivision (2) shall apply to an offer resulting in a sale of any of the units if the sale takes place within 6 months from the date of acquisition of the debentures.(2) Subsection (1) shall not apply to a sale of the units to —

an institutional investor;

a relevant person as defined in section 282Z(3); or

any person pursuant to an offer referred to in section 282Z(2).(3) Subsection (1) shall not apply where the units in the business trust sold are of the same class as other units in the business trust —

an offer of which has previously been made in or accompanied by a prospectus; and

which are listed for quotation on a securities exchange.”.