Sent: Wednesday, June 24, 2009 1:30 PM
Subject: RE: Telford Services Group (TLF-X)
Thank you for your June 24, 2009 complaint regarding Telford Services Group, Inc. (TSX-V: "TLF") and Aviation Acquisitions Inc.
The Alberta Securities Commission (“ASC”) is responsible for administering Alberta securities law, including investigating, prosecuting and sanctioning breaches. Under section 45 of the Alberta Securities Act, ASC complaints and investigations are confidential until brought to the point of a hearing or enforcement action, at which time all relevant evidence must be disclosed to respondents, complainants may be called as witnesses, and certain details are posted at the ASC website and can be found using a search. While the ASC takes reasonable steps to ensure confidentiality and protect the identity of complainants, during the course of an investigation the identity of complainants may become obvious to suspects.
As you can see from the “Take-over bid circular – English”, which is posted on the Telford Services Group, Inc SEDAR profile, the take-over is subject to both regulatory and shareholder approvals (see excerpt from the “Take-over bid circular” below):
6. CONDITIONS OF THE OFFER
Despite any other provision of the Offer, but subject to the provisions of the Pre-Acquisition Agreement and the applicable law, the Offeror reserves the right to withdraw or terminate the Offer and not take up and pay for, or to extend the period of time during which the Offer is open and postpone taking up and paying for, any Shares deposited under the Offer, unless all of the following conditions are satisfied or waived by the Offeror:
(a) receipt of all regulatory approvals, waivers and consents to the making of the Offer, which in the sole judgment of the Offeror, acting reasonably, may be necessary;
(b) no event having occurred or circumstance existing that would make it impossible or impracticable to satisfy one or more of the following conditions:
(i) prior to the Expiry Time and at the time the Offeror first takes-up and pays for Shares under the Offer, there will have been validly deposited under the Offer and not withdrawn at least 66?% of the outstanding Shares on a diluted basis (the "Minimum Condition");
The ASC cannot provide advice regarding specific transactions, but you may want to consider obtaining advice from a securities industry professional (i.e. Financial Advisor, Lawyer).
Regards,