Securities Law & Instruments


Section 147 - exempting issuer from eligibility requirements of section 4.1 of NationalPolicy 44 in connection with an international offering to allow the procedures permittedby Rule 430A under the United States Securities Act of 1933 to be used to the extentnecessary in connection with the Canadian offering.

Statutes Cited

Securities Act, R.S.O. 1990, c.S.5, as am., s. 147







WHEREAS the local securities regulatory authority or regulator (the "DecisionMaker") in each of Ontario and Alberta (the "Jurisdictions") has received an application(the "Application") from Delano Technology Corporation (the "Filer") for a decisionunder the securities legislation of the Jurisdictions (the "Legislation") exempting theFiler from the eligibility criteria set out in Section 4.1 of National Policy Statement No.44 ("NP 44"), thereby permitting the use of PREP Procedures (as such term is definedin NP 44) in connection with the distribution in Canada of the Filer's common shares aspart of a proposed international offering by the Filer;

AND WHEREAS under the Mutual Reliance Review System for Exemptive Relief(the "System") the Ontario Securities Commission is the principal regulator for thisApplication;

AND WHEREAS the Filer has represented to the Decision Makers that;

1. The Filer was incorporated under the laws of the Province of Ontario on May 7,1998. The head office of the Filer is located in Richmond Hill, Ontario.

2. As of the date hereof, the Filer is not a reporting issuer under the Act.

3. The Filer filed a preliminary prospectus on December 14, 1999 and an amendedand restated preliminary prospectus dated January 12, 2000 with theJurisdictions. Such prospectus is expected to qualify the distribution of5,000,000 common shares (such shares qualified under such prospectus, the"New Common Shares") and 6,490,386 common shares issuable upon theexercise of special warrants (such shares qualified under such prospectus, the"Special Warrant Common Shares") the New Common Shares, the SpecialWarrant Common Shares and the shares to be issued pursuant to the over-allotment option in respect of the New Common Shares being referred to in thisDecision Document as the "Offering". The New Common Shares are beingoffered concurrently in Canada and the United States. On January 12, 2000, theFiler filed with the Securities and Exchange Commission, a registrationstatement on Form F-1.

4. It is expected that the Filer will file a final prospectus with the securitiescommission or similar regulatory authority in the Provinces of Ontario andAlberta on or about February 7, 2000.

5. There is currently no public market for the Common Shares.

6. The Filer received approval on January 31, 2000 from the Nasdaq NationalMarket to have the Common Shares approved for quotation on the NasdaqNational Market. However, the Filer does not expect to list the Common Shareson any stock exchange in Canada.

7. The Offering consists of a concurrent initial public offering of shares by the Filerto the public in Canada and the United States.

8. The Offering will be underwritten by underwriters for which FleetBostonRobertson Stephens Inc. and U.S. Bancorp Piper Jaffray Inc. are acting asrepresentatives in the United States and by Griffiths McBurney & Partners and/orone or more Canadian broker-dealers in Canada.

9. It is currently anticipated that the aggregate net proceeds to the Filer of theOffering will be approximately $87.18 million.

10. In connection with the offering of the New Common Shares in the United States,the Filer intends to use the procedures permitted by Rule 430A under theSecurities Act of 1933 (the "1933 Act") to price the Offering after the RegistrationStatement has been declared effective.

11. Limited use of the PREP Procedures are necessary to permit the Filer and theunderwriters to better coordinate the pricing, prospectus delivery, confirmation ofpurchase and closing processes in Canada with those being used in connectionwith the Offering being made in the United States.

12. Neither the Filer nor the New Common Shares meet the eligibility criteria whichotherwise would enable the Filer to use the PREP Procedures set forth in NP 44.

AND WHEREAS under the System, this MRRS Decision Document evidencesthe decision of each Decision Maker (collectively, the "Decision");

AND WHEREAS each of the Decision Markers is satisfied that the testcontained in the Legislation that provides the Decision Maker with the jurisdiction tomake the Decision has been met;

THE DECISION OF THE DECISION MAKERS under the Legislation is that theFiler is hereby exempted from the eligibility criteria set out in Section 4.1 of NP 44, andis permitted the use of the PREP Procedures in connection with the Offering in Canadainsofar as is necessary to allow the Offering to proceed in the United States inaccordance with Rule 430A.

February 7th, 2000.

"Margo Paul"