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Business Development Bank of Canada - s. 83
IN THE MATTER OF
THE SECURITIES ACT
R.S.O. 1990, CHAPTER S.5, AS AMENDED (THE "ACT")
AND
IN THE MATTER OF
THE BUSINESS DEVELOPMENT BANK OF CANADA
ORDER
(Section 83)
UPON the application (the "Application") of Business Development Bank of Canada (the "Bank") to the OntarioSecurities Commission (the "Commission") for an order, pursuant to section 83 of the Act, that the Bank be deemed tohave ceased to be a reporting issuer.
AND UPON the Bank having represented to the Commission that:
1. the Bank is a body corporate governed by the Business Development Bank of Canada Act (the "BDB Act");
2. the purpose of the Bank is to support Canadian entrepreneurship by providing financial and managementservices and by issuing securities or otherwise raising funds or capital in support of those services;
3. subsection 3(4) of the BDB Act provides that the Bank is for all purposes an agent of Her Majesty in right ofCanada (the "Federal Crown");
4. subsection 23(2) of the BDB Act provides that the shares of the Bank may be issued only to the DesignatedMinister (as defined in the BDB Act) to be held in trust for the Federal Crown;
5. subsection 18(1) of the BDB Act provides that the Bank may borrow money by issuing and selling or pledgingdebt obligations of the Bank;
6. the Bank has, and may, from time to time, borrow money by issuing notes ("Notes") that constitute directunconditional obligations of the Bank which are also direct unconditional obligations of the Federal Crown;
7. the terms of any Notes issued by the Bank may provide for a return to the holder that is linked to various marketindices (such as currencies, commodities, interest rates, swap rates), an equity index, or basket of securitiesor equity indices or other underlying interests;
8. except for shares that are held in trust for the Federal Crown, all other securities ("Outstanding Securities") ofthe Bank that are issued and outstanding are securities ("exempt securities") that are:
(a) referred to in paragraph 1(a) of subsection 35(2) of the Act; and
(b) do not, by their terms, limit the liability of the Bank to the assets of the Bank, or provide for any returnthat may be dependent upon the financial condition or performance of the Bank, so that the financialcondition or performance of the Bank is not relevant to any holder of the Outstanding Securities;
9. the Outstanding Securities were issued by the Bank in reliance upon the prospectus exemption contained inclause 73(1)(a) of the Act that refers to securities in paragraph 1(a) of subsection 35(2) of the Act;
10. the Bank may, from time to time, arrange for the listing of its securities on The Toronto Stock Exchange (the"TSE"), so that upon such listing the Bank may, by virtue of the definition of "reporting issuer" in the Act, becomea reporting issuer, in each such case, the Bank intends to apply to the Commission for an order(s), pursuantto section 83 of the Act, that it be deemed to have ceased to be a reporting issuer;
11. on December 6, 1999, the Bank became a reporting issuer by virtue of the transfer of listing of Internet StockBasket Protected Notes due 2009 of the Bank from the Montreal Exchange to the TSE. On January 21, 2000,the Commission issued an order pursuant to section 83 of the Act deeming the Bank to have ceased to be areporting issuer under the Act;
12. on February 7, 2000, the Bank became a reporting issuer by virtue of the listing of Global Giants EquityLinkedNotes, Series 1 of the Bank on the TSE. On February 29, 2000, the Commission issued an order pursuant tosection 83 of the Act deeming the Bank to have ceased to be a reporting issuer under the Act;
13. on April 28, 2000, the Bank became a reporting issuer by virtue of the listing of International Equity Index LinkedNotes, Series 1 of the Bank on the TSE. On June 2, 2000, the Commission issued an order pursuant to section83 of the Act deeming the Bank to have ceased to be a reporting issuer under the Act;
14. on December 6, 2000, the Bank became a reporting issuer by virtue of the listing of Global Equity Index LinkedNotes, Series 1 of the Bank on the TSE. On January 5, 2001, the Commission issued an order pursuant tosection 83 of the Act deeming the Bank to have ceased to be a reporting issuer under the Act;
15. on March 22, 2001, the Bank became a reporting issuer by virtue of the listing of Nasdaq-100 Index® LinkedNotes, Series 1 and Nasdaq-100 Index® Linked Notes, Series 2 of the Bank on the TSE. The Bank is not indefault of any requirements of the Act or regulations made thereunder;
16. if the Outstanding Securities should cease to be exempt securities, the Bank will so advise the Director, so thatthe Director may consider whether, in the circumstances, it may be appropriate to apply to the Commission foran order, pursuant to section 83.1 of the Act, deeming the Bank to be a reporting issuer for the purposes ofOntario securities law;
AND UPON considering the Application and the recommendation of staff of the Commission;
AND UPON the Commission being satisfied that to do so would be in the public interest;
IT IS ORDERED, pursuant to section 83 of the Act, that the Bank is deemed to have ceased to be a reportingissuer.
April 15, 2001.
"Jack A. Geller" "R. Stephen Paddon"