Securities Law & Instruments

Headnote

Issuer is a connected issuer, but not a related issuer, in respect of registrantsthat are underwriters in proposed distribution of subordinate voting shares by theissuer - Underwriters exempt from the independent underwriter requirement inthe legislation provided that issuer not in financial difficulty.

Regulations Cited

Regulation made under the Securities Act, R.R.O. 1990, Reg. 1015, as am., ss.219(1), 224(1)(b) and 233

Rules Cited

Proposed Multi-Jurisdictional Instrument 33-105 Underwriting Conflicts (1998),21 OSCB 788

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

AND

IN THE MATTER OF
COGECO CABLE INC.

AND

IN THE MATTER OF
BMO NESBITT BURNS INC., CIBC WORLD MARKETS INC.,NATIONAL BANK FINANCIAL INC., RBC DOMINION SECURITIES INC., SCOTIAMcLEOD INC.AND TORONTO DOMINION SECURITIES INC.

ORDER
(Section 233 of the Regulation)


UPON the Ontario Securities Commission (the "Commission") havingreceived from BMO Nesbitt Burns Inc., CIBC World Markets Inc., National BankFinancial Inc., RBC Dominion Securities Inc., ScotiaMcLeod Inc. and TorontoDominion Securities Inc. (collectively, the "Underwriters") an application for anorder pursuant to section 233 of the Regulation (the "Regulation") under the Actthat the Underwriters are exempt from the requirements contained in clause224(1)(b) of the Regulation under the Act, as varied by a rule of the Commissionentitled In the Matter of the Limitation on a Registrant Underwriting Securities of aRelated Issuer or Connected Issuer of the Registrant (1997), 20 OSCB 1217 (the"Rule"), in respect of the distribution (the "Offering") by Cogeco Cable Inc.("Cogeco") of 2,500,000 Subordinate Voting Shares of Cogeco by way of a shortform prospectus (the "Prospectus");

AND UPON considering the application and recommendation of staff;

AND UPON the Underwriters having represented to the Commission that:

1. Cogeco was incorporated under the Canada Business Corporations Act onMarch 24, 1992.

2. Cogeco is a reporting issuer under the Act and is not in default of anyrequirement under the Act.

3. Cogeco has filed on August 28, 2000 a preliminary short-form prospectus(the "Preliminary Prospectus") with the Commission des valeurs mobilièresdu Québec and with the securities regulatory authorities in each of the otherprovinces of Canada in order to qualify the Offering at a price of $40.00 pershare.

4. Pursuant to the terms of an underwriting agreement between Cogeco andthe Underwriters, the Underwriters will agree to act as underwriters inconnection with the Offering; the proportionate share of the Offering to beunderwritten by each of the Underwriters is as follows:

Underwriter Name Proportionate Share of Offering
BMO Nesbitt Burns Inc. 38.8%
CIBC World Markets Inc. 16.7%
National Bank Financial Inc. 16.7%
RBC Dominion Securities Inc. 11.1%
ScotiaMcLeod Inc. 11.1%
Toronto Dominion Securities Inc. 5.6%

5. Cogeco has an agreement with a syndicate of financial institutions (the"Syndicate") for a committed revolving term facility of $620 million (the"Credit Facility"). Further, Cogeco has an operating line of credit of $25million (the "Line of Credit"). Each of the Underwriters is controlled by aCanadian chartered bank (the "Banks") which is a member of the Syndicate.

6. By virtue of the Facility and the Line of Credit, Cogeco is a "connectedissuer" (as defined in subsection 219(1) of the Regulation) of each of theUnderwriters; thus the Underwriters do not comply with the proportionaterequirements of clause 224(1)(b) of the Regulation as varied by the Rule.

7. Cogeco is not a "related issuer" to the Underwriters (as defined insubsection 219(1) of the Regulation).

8. The net proceeds of the Offering will be used to reduce Cogeco'sindebtedness to the Banks. The Banks did not participate in the decision tomake the Offering nor in the determination of the terms of the Offering or theuse of proceeds thereof.

9. The disclosure required by Schedule C to the Proposed Multi-JurisdictionalInstrument 33-105 entitled Underwriting Conflicts (1998) 21 OSCB 788 (the"Proposed Conflict Instrument") is contained in the Preliminary Prospectusand in the Prospectus.

10. Cogeco is not a "related issuer", as that term is defined in the ProposedConflict Instrument, of any of the Underwriters; nor is Cogeco a "specifiedparty", as that term is defined in the Proposed Conflict Instrument.

11. Cogeco is in good financial condition and is not under any immediatefinancial pressure to complete the Offering.

12. The certificate in the Preliminary Prospectus and the Prospectus is signedby each of the Underwriters as required by the Act.

AND UPON the Commission being satisfied that to do so would not beprejudicial to the public interest;

IT IS ORDERED pursuant to section 233 of the Regulation that theUnderwriters are exempt from the requirements contained in section 224(1)(b) ofthe Regulation as modified by the Rule, in respect of the Offering.

September 6th, 2000.

"J. A. Geller"      "R. Stephen Paddon"