Securities Law & Instruments

Headnote

MutualReliance Review System for Exemptive Relief Applications - Issuerhas only one security holder - issuer deemed to have ceased tobe a reporting issuer.

ApplicableOntario Statutory Provisions

SecuritiesAct, R.S.O. 1990, c.S.5, as am. s. 83.

INTHE MATTER OF

THESECURITIES LEGISLATION OF

ALBERTA,NEWFOUNDLAND AND LABRADOR, NOVA SCOTIA,

ONTARIO,QUEBEC AND SASKATCHEWAN

AND

INTHE MATTER OF

THEMUTUAL RELIANCE REVIEW SYSTEM FOR

EXEMPTIVERELIEF APPLICATIONS

AND

INTHE MATTER OF

CANADIANPACIFIC SECURITIES LIMITED

MRRSDECISION DOCUMENT

WHEREASthe local securities regulatory authority or regulator (the "DecisionMaker") in each of Alberta, Newfoundland and Labrador, Nova Scotia,Ontario, Quebec and Saskatchewan (the "Jurisdictions") has receivedan application from Canadian Pacific Securities Limited (the "Filer")for a decision under the securities legislation of the Jurisdictions(the "Legislation") that the Filer be deemed to have ceased tobe a reporting issuer or the equivalent under the Legislation;

ANDWHEREAS pursuant to the Mutual Reliance Review Systemfor Exemptive Relief Applications (the "System"), the OntarioSecurities Commission is the principal regulator for this application;

ANDWHEREAS the Filer has represented to the Decision Makersthat:

1.The Filer is subject to the Canada Business Corporations Act andits head office is located in Toronto, Ontario.

2.The Filer is a reporting issuer or the equivalent in each of theJurisdictions.

3.To the best of its knowledge, the Filer is not in default of anyof the requirements of the Legislation, other than with respectto the obligation to file its interim financial statements forthe nine months ended September 30, 2001.

4.The Filer's authorized capital consists of an unlimited numberof voting common shares (the "Common Shares") and an unlimitednumber of Class A Floating Rate Cumulative Redeemable PreferredShares (the "Preferred Shares").

5.The Filer currently has 175,300,007 Common Shares issued and outstanding.The Filer currently has no Preferred Shares outstanding.

6.Beginning in October, 1965, the Filer offered debt securitiesand commercial paper to the public, with an affiliate, CanadianPacific Enterprises Limited ("CPEL"), generally acting as guarantorof such securities.

7.The principal amount outstanding relating to the Filer's privatelyplaced $250 million 11.60% Guaranteed Debentures Series B dueFebruary 12, 2026 (the "Series B Debentures") was acquired byan affiliate of Fairmont Hotels & Resorts Inc. ("FH&R")in August 2001 through an investment dealer and is currently heldby FH&R, while the coupons relating to the Series B Debenturesfor the period August 2001 to February 2026 inclusive were acquiredand contributed by CPEL to the Filer in consideration for additionalequity in the Filer in February 2001. The interest coupons forthe period August 1991 to February 2001 inclusive were paid asthey matured. The Series B Debentures are guaranteed by CPEL.None of the Series B Debentures, either principal or coupon, iscurrently held by the public.

8.There are no securities, including debt securities, currentlyissued by the Filer other than the Common Shares and the principalamount outstanding on the Series B Debentures. The last of thepublicly held debt securities and commercial paper of the Filermatured in September 2001.

9.FH&R is the sole beneficial owner of all of the Common Sharesand the entire principal amount outstanding on the Series B Debenturesand, as such, FH&R is the sole beneficial owner of all ofthe outstanding securities of the Filer.

10.No securities, including debt securities, of the Filer are listedor quoted on any exchange or market.

11.The Filer does not intend to seek financing by way of an offeringto the public.

ANDWHEREAS under the System, this MRRS Decision Documentevidences the decision of each Decision Maker (collectively, the"Decision");

ANDWHEREAS each of the Decision Makers is satisfied thatthe test contained in

theLegislation that provides the Decision Maker with the jurisdictionto make the Decision has been met;

THEDECISION of the Decision Makers under the Legislationis that the Filer be deemed to have ceased to be a reporting issueror the equivalent under the Legislation.

April9, 2002.

"JohnHughes"