Securities Law & Instruments


Headnote

Crown Corporation, that became a reporting issuer by virtue of the transfer of listing of itsnotes to the TSE, deemed to have ceased to be a reporting issuer - Except for shares heldin trust for Crown, all issued and outstanding securities of issuer are securities referred toin paragraph 1(a) of subsection 35(2) of the Act.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 35(2)1(a), 73(1)(a), 83 and 83.1.


IN THE MATTER OF THE SECURITIES ACT
R.S.O. 1990, CHAPTER S.5, AS AMENDED (THE "Act")

AND

IN THE MATTER OF THE
BUSINESS DEVELOPMENT BANK OF CANADA

ORDER
(Section 83)


UPON the application (the "Application") of Business Development Bank ofCanada (the "Bank") to the Ontario Securities Commission (the "Commission") for anorder, pursuant to section 83 of the Act, that the Bank be deemed to have ceased to bea reporting issuer;

AND UPON the Bank having represented to the Commission that:

1. The Bank is a body corporate governed by the Business Development Bank ofCanada Act (the "BDB Act").

2. The purpose of the Bank is to support Canadian entrepreneurship by providingfinancial and management services and by issuing securities or otherwiseraising funds or capital in support of those services.

3. Subsection 3(4) of the BDB Act provides that the Bank is for all purposes anagent of Her Majesty in right of Canada (the "Federal Crown").

4. Section 23 of the BDB Act provides that the shares of the Bank may be issuedonly to the Designated Minister (as defined in the BDB Act) to be held in trust forthe Federal Crown.

5. Section 18 of the BDB Act provides that the Bank may borrow money by issuingand selling or pledging debt obligations of the Bank.

6. The Bank has, and may, from time to time, borrow money by issuing notes("Notes") that constitute direct unconditional obligations of the Bank which arealso direct unconditional obligations of the Federal Crown.

7. The terms of any Notes issued by the Bank may provide for a return to theholder that is linked to various market indices (such as currencies, commodities,interest rates, swap rates), an equity index, or basket of securities or equityindexes or other underlying interests; and

8. The Bank is a reporting issuer and is not in default of any requirements of theAct or regulations. On December 6, 1999, the Bank became a reporting issuerby virtue of the transfer of listing of Internet Stock Basket Protected Notes Due2009 of the Bank from the Montreal Exchange to the Toronto Stock Exchange.

9. Except for shares that are held in trust for the Federal Crown, all other securities(the "Outstanding Securities") of the Bank that are issued and outstanding aresecurities ("exempt securities") that are:

(i) referred to in paragraph 1(a) of subsection 35(2) of the Act; and

(ii) do not, by their terms, limit the liability of the Bank in respect to thesecurities to the assets of the Bank, or provide for any return that may bedependent upon the financial condition or performance of the Bank, sothat the financial condition or performance of the Bank is not relevant toany holder of Outstanding Securities.

10. The Outstanding Securities were issued by the Bank in reliance upon theprospectus exemption contained in clause 73(1)(a) of the Act that refers tosecurities in paragraph 1(a) of subsection 35(2) of the Act.

11. The Bank may from time to time arrange for the listing of its securities on theTSE, so that upon such listing the Bank may, by virtue of the definition of"reporting issuer" in the Act become a reporting issuer; in which case, the Bankintends to apply to the Commission for an order(s), pursuant to section 83 of theAct, that it be deemed to have ceased to be a reporting issuer.

12. If the Outstanding Securities should cease to be exempt securities, the Bank willso advise the Director, so that the Director may consider whether, in thecircumstances, it may be appropriate to apply to the Commission for an order,pursuant to section 83.1 of the Act, deeming the Bank to be a reporting issuer forthe purposes of Ontario securities law.

AND UPON considering the Application and the recommendation of staff of theCommission;

AND UPON the Commission being satisfied that to do so would be in the publicinterest;

IT IS ORDERED, pursuant to section 83 of the Act, that the Bank is deemed tohave ceased to be a reporting issuer.

January 21st, 2000.

"Howard I. Wetson"     "Robert W. Davis"