Securities Law & Instruments


Relief for issuer conducting announced normal course issuer bid from insider reportingrequirements with respect to becoming an insider of itself and acquisitions of securitiespursuant to the normal course issuer bid, subject to certain conditions includingmonthly reporting within 10 days of the end of each month in which acquisitions weremade.

Statutes Cited

Securities Act, R.S.O. 1990, c.S.5, as am., ss. 1(1), 107, 121(2)(a)(ii)

Regulations Cited

Regulation made under the Securities Act, R.R.O. 1990, Reg. 1015, as am., Part VIII

Policies Cited

National Instrument 55-101 - Exemption from Certain Insider Reporting Requirements(2000), 23 OSCB 4212

(R.S.O. 1990, C. S.5, AS AMENDED) (THE "ACT")



(Subclause 121(2)(a)(ii) of the Act)

UPON the application of Canadian Pacific Limited ("CPL") to the Ontario SecuritiesCommission (the "Commission") for an order pursuant to subclause 121(2)(a)(ii) of the Actexempting CPL from the insider reporting requirements in subsection 107(1) andsubsection 107(2) of the Act in connection with certain purchases by CPL of its commonshares (the "Common Shares") pursuant to a normal course issuer bid;

AND UPON considering the application and the recommendation of staff;

AND UPON CPL having represented to the Commission that:

1. CPL is a corporation incorporated under the Canada Business Corporations Act(the "CBCA") on November 27, 1989 as 170834 Canada Inc. and was formerlynamed "Canadian Pacific Holdings Limited".

2. CPL participated in a Plan of Arrangement pursuant to the CBCA (the"Arrangement"), implemented effective July 4, 1996, pursuant to which CPL becamethe sole shareholder of the entity currently named "Canadian Pacific RailwayCompany" ("CPR"), which was formerly named "Canadian Pacific Limited" ("OldCPL").

3. The Arrangement was part of a reorganization the purpose of which was to placeOld CPL's railway division on the same footing as its other subsidiaries byorganizing it as a separate incorporated entity.

4. CPL is a reporting issuer under the Act and applicable securities legislation of otherprovinces of Canada.

5. As at August 11, 2000, the authorized capital of CPL consisted of an unlimitednumber of Common Shares, of which approximately 314,944,202 shares wereissued and outstanding, and an unlimited number of two classes of PreferredShares, each issuable in series.

6. As at August 11, 2000, there were 8,800,000,000 Preferred Shares, Series A (the"Preferred Shares") issued and outstanding, and no other series of PreferredShares was issued and outstanding.

7. The Common Shares are listed for trading in Canada on the Toronto StockExchange (the "TSE"), and are also listed on the New York Stock Exchange (the"NYSE").

8. CPL intends to purchase for cancellation up to 15,735,000 Common Shares,representing approximately 5% of the public float of 314,700,270 Common Sharesas of August 11, 2000, pursuant to a "normal course issuer bid" (the "Bid") as theterm is defined in the Part 6 of the Rules of the TSE - Exchange Take-Over Bidsand Exchange Issuer Bids.

9. CPL filed a formal "Notice of Intention to Make a Normal Course Issuer Bid" (the"Notice") with the TSE on August 14, 2000, in which CPL indicated that purchasesof Common Shares pursuant to the Bid are to be effected through the facilities ofthe TSE, and also may be effected through the facilities of the NYSE.

10. The TSE has accepted CPL's Notice, and such acceptance was effective as ofAugust 16, 2000.

11. In accordance with the Rules of the TSE, the Bid will continue until the earlier of:(i) the date that 15,735,000 Common Shares are purchased pursuant to the Bid; (ii)the date that CPL terminates the Bid; and (iii) August 18, 2001.

12. CPL issued a press release on August 14, 2000, announcing its intention toacquire15,735,000 of its Common Shares pursuant to the Bid.

13. CPL is an insider of itself by virtue of its acquisition of Common Shares pursuantto the Bid, and is required by section 107 of the Act to file an insider report within10 days of becoming an insider by reason of its initial purchase of Common Sharespursuant to the Bid, and within 10 days of each further purchase of CommonShares pursuant to the Bid.

AND UPON the Commission being satisfied that to do so would be appropriate inthe circumstances and that there is adequate justification to do so;

NOW THEREFORE IT IS ORDERED by the Commission that, pursuant tosubclause 121(2)(a)(ii) of the Act, CPL is exempt from insider reporting requirements insubsection 107(1) and subsection 107(2) of the Act in connection with CPL's purchase ofCommon Shares pursuant to the Bid, provided that:

(a) CPL files an insider report in the form prescribed by the Act within 10 daysafter the end of each month in which Common Shares have been purchasedpursuant to the Bid; and

(b) CPL complies with the reporting requirements of Part 8 of Policy 6-501 of theTSE - Normal Course Issuer Bids.

October 20th, 2000.

"Robert W. Davis"       "J. F. Howard"