Securities Law & Instruments

Headnote

Subsection 1(6) of the OBCA - issuer deemedto have ceased to be offering its securities to the public underthe Business Corporations Act (Ontario).

Applicable Ontario Statutory Provisions

Business Corporations Act, R.S.O. 1990, c. B.16,as am., s. 1(6).

IN THE MATTER OF

THE BUSINESS CORPORATIONSACT (ONTARIO)

R.S. 1990, c.B.16 AS AMENDED(the OBCA)

AND

IN THE MATTER OF

CAN-BANC NT CORP.

 

ORDER

(Subsection 1(6) of the OBCA)

UPON the application of Can-Banc NT Corp.(CAN-BANC) to the Ontario Securities Commission (theCommission) for an order pursuant to subsection 1(6)of the OBCA that CAN-BANC be deemed to have ceased to be offeringits securities to the public.

AND UPON CAN-BANC having representedto the Commission that:

1. CAN-BANC was incorporated under the lawsof the Province of Ontario on July 10, 1992, and its headoffice is located at 1 First Canadian Place, 4thFloor, Toronto, Ontario M5X 1H3.

2. CAN-BANC is an "offering corporation"as defined in the OBCA. CAN-BANC is not a reporting issuerin any jurisdiction in Canada.

3. CAN-BANC is not in default of any of therequirements of the Securities Act (Ontario).

4. CAN-BANC is a passive "split share"investment company, the purpose of which is to enable investorsin its shares to satisfy separately the investment objectivesof capital appreciation or dividend income with respect topublicly listed common shares of Bank of Montreal, CanadianImperial Bank of Commerce, The Bank of Nova Scotia, RoyalBank of Canada and the Toronto-Dominion Bank held by CAN-BANC.

5. The Articles of CAN-BANC were amended onSeptember 14, 1992 to create capital shares and equity dividendshares, which capital shares were either converted into ClassA capital shares (Class A Capital Shares) in connectionwith CAN-BANC's capital reorganization on July 2, 1998 orredeemed on August 31, 1998 if holders thereof elected notto so convert, and which equity dividend shares were alsoredeemed on August 31, 1998. On June 26, 1998, CAN-BANC amendedits Articles to create the Class A Capital Shares (into whichformer holders of capital shares converted said shares onJuly 2, 1998) and the preferred shares (Preferred Shares)which were offered to the public pursuant to a (final) prospectusdated August 20, 1998 (the Prospectus).

6. In connection with CAN-BANC's aforementionedcapital reorganization, on June 18, 1998, the holders of thecapital shares and the equity dividend shares approved a sharecapital reorganization (the Capital Reorganization)which permitted holders of capital shares, at their option,to retain their investment in CAN-BANC after the scheduledredemption date of August 31, 1998 by converting capital sharesinto Class A Capital Shares, while preserving the redemptionright attached to the equity dividend shares and the capitalshares of those holders who elected not to convert their capitalshares into Class A Capital Shares. The Preferred Shares offeredto the public pursuant to the Prospectus were offered in orderto maintain the leveraged "split share" structureof CAN-BANC and were issued in connection with the redemptionof the capital shares (those not converted into Class A CapitalShares) and equity dividend shares such that there would bean equal number of Class A Capital Shares and Preferred Sharesoutstanding going forward.

7. All of the then outstanding capital shares(those not converted into Class A Capital Shares) and equitydividend shares were redeemed by CAN-BANC on August 31, 1998in accordance with CAN-BANC's Articles. In this connection,the Preferred Shares were issued on August 28, 1998 pursuantto the Prospectus. The Capital Shares and the Preferred Shareswere listed on the Toronto Stock Exchange (TSX) underthe stock symbols XCN.A and XCN.PR.A, respectively.

8. On September 2, 2003, all of CAN-BANC'soutstanding Capital Shares and Preferred Shares were redeemed.

9. CAN-BANC's Capital Shares and PreferredShares were delisted from the TSX on September 2, 2003 andno securities, including debt securities, of CAN-BANC arelisted or quoted on any exchange or market.

10. CAN-BANC's issued and outstanding securitiescurrently consist of 500 class C shares beneficially ownedby BMO Nesbitt Burns Inc., 500 class C shares beneficiallyowned by 1066918 Ontario Inc. and 1,000 class D shares beneficiallyowned by 1066918 Ontario Inc.

11. Other than the aforementioned class Cshares and class D shares, CAN-BANC has no securities, includingdebt securities, outstanding.

AND UPON the Commission being satisfiedthat it would not be prejudicial to the public interest;

IT IS ORDERED, pursuant to subsection1(6) of the OBCA, that CAN-BANC is deemed to have ceased tobe offering its securities to the public for the purposes ofthe OBCA.

October 10, 2003.

"Robert L. Shirriff"
"Robert W. Davis"