Securities Law & Instruments

Headnote

Relief granted from ss. 224(1)(b) of the Regulation, as varied by the Rule cited below,to underwriters connected to the issuer - Issuer not in financial difficulty.

Regulations Cited

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

Rules Cited

In the Matter of the Limitations on a Registrant Underwriting Securities of a RelatedIssuer or Connected Issuer, (1997) 20 OSCB 1217, as amended.

Proposed Multi-jurisdictional Instrument 33-105 - Underwriting Conflicts (1998) 21OSCB 781.


IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO, BRITISH COLUMBIAQUEBEC AND NEWFOUNDLAND

AND

IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF
BROOKFIELD PROPERTIES CORPORATION.

AND

IN THE MATTER OF
CIBC WORLD MARKETS INC.

MRRS DECISION DOCUMENT


WHEREAS the Canadian securities regulatory authority or regulator (the "DecisionMaker") in each of Ontario, British Columbia, Quebec and Newfoundland (the"Jurisdictions") has received an application from CIBC World Markets Inc. (the "Applicant")for a decision pursuant to the securities legislation of the Jurisdictions (the "Legislation")that the restrictions contained in the Legislation which apply to underwriters in connectionwith a distribution of securities of a connected issuer (the "Independent UnderwriterRequirements") shall not apply to the Applicant in respect of a proposed secondaryoffering by the Applicant's parent, the Canadian Imperial Bank of Commerce (the "SellingShareholder"), of 8,000,000 common shares of Brookfield Properties Corporation (the"Corporation");

AND WHEREAS pursuant to the Mutual Reliance Review System for ExemptiveRelief Applications (the "System"), the Ontario Securities Commission is the principalregulator for this application;

AND WHEREAS the Applicant has represented to the Decision Makers that:

1. The Corporation is a corporation formed under the Canada Business CorporationsAct on September 5, 1978.

2. The Corporation owns and manages a portfolio of premier North American officeproperties, operates real estate services businesses and develops master-plannedcommunities.

3. The common shares of the Corporation are listed on The Toronto Stock Exchangeand the New York Stock Exchange.

4. The Corporation has a market capitalization of approximately $3.5 billion.

5. The Corporation is a reporting issuer under the Legislation and is not in default ofany requirements of the Legislation.

6. The Selling Shareholder is the registered and beneficial owner of 8,000,000common shares (the "Offered Shares") of the Corporation and is proposing tosell the Offered Shares by means of a secondary offering (the "Offering") madeby way of short form prospectus.

7. The Offered Shares represent approximately five percent (5%) of the issued andoutstanding common shares of the Corporation. The Selling Shareholder doesnot hold a sufficient number of any securities of the Corporation to affectmaterially the control of the Corporation.

8. The Applicant is a registrant under the Legislation and is not in default of any ofits terms of registration. The Applicant is an indirect wholly-owned subsidiary ofthe Selling Shareholder.

9. The Applicant is proposing to act as lead underwriter in connection with the Offeringof the Offered Shares.

10. The proportionate share of the Offering to be underwritten by each of theunderwriters will be as follows:

The Applicant 50%
Merrill Lynch Canada Inc. 45%
Trilon Securities Corporation 5 %

11. By virtue of the relationship between the Selling Shareholder and the Applicant, (i)the Selling Shareholder is a "related issuer" (or its equivalent) of the Applicant; and(ii) the Corporation is not a "related issuer" (or its equivalent) of the Applicant butmay be considered a "connected issuer" (or its equivalent) of the Applicant.

12. As a consequence thereof, the Applicant is not entitled under the Legislation to actas an underwriter in connection with the Offering unless the IndependentUnderwriter Requirements are satisfied. The underwriting proportions set forth inparagraph 10 do not comply with the Independent Underwriter Requirements.Accordingly, the Applicant is making this application for exemptive relief.

13. The proportionate shares of the Offering referred to in paragraph 10 are incompliance with the requirements set forth in Proposed Multi-JurisdictionalInstrument 33-105 (the "Proposed Instrument").

14. The terms of the Offering were determined by negotiation between the SellingShareholder and the underwriters, including Merrill Lynch Canada Inc. (the "LeadIndependent Underwriter"). The Lead Independent Underwriter participated in thedue diligence related to the Offering, the drafting of the preliminary prospectus andthe prospectus and the pricing of the Offered Shares.

15. The Applicant will not benefit in any manner from the Offering other than thepayment of its fees in connection with the Offering.

16. The nature of the relationship among the Corporation, the Selling Shareholder andthe Applicant is described in the preliminary short form prospectus and will bedescribed in the final short form prospectus relating to the Offering. The preliminaryshort form prospectus was filed on October 2, 2000.

17. The Prospectus will contain the information required by Appendix "C" to theProposed Instrument.

18. Each of the underwriters will sign the prospectus certificate in accordance with theLegislation.

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

AND WHEREAS the Decision Makers are of the opinion that it would not beprejudicial to the public interest to make the Decision;

THE DECISION of the Decision Makers under the Legislation is that, in connectionwith the Offering, the Independent Underwriter Requirements shall not apply to theApplicant provided that:

(a) The Lead Independent Underwriter participates in the Offering as stated above;

(b) the relationships between the Corporation and the Applicant and the SellingShareholder and the Applicant are disclosed in the prospectus; and

(c) the Offering is made in compliance with the Proposed Instrument.

October 6th, 2000.

"J. A. Geller"      "Robert W. Davis"