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Bird Construction Company Limited - ss. 83.1(1)
Headnote
Subsection 83.1(1) - Issuer deemed to be a reportingissuer in Ontario - Issuer has been a reporting issuer in Manitoba,Alberta and British Columbia since 1973, 2000 and 2000, respectively- Issuer's securities listed and posted for trading on the TSXVenture Exchange - Continuous disclosure requirements of Manitoba,Alberta and British Columbia substantially identical to thoseof Ontario.
Statutes Cited
Securities Act, R.S.O. 1990, c. S.5, as am.ss. 83.1(1).
IN THE MATTER OF
THE SECURITIES ACT
R.S.O. 1990, CHAPTER S. 5,AS AMENDED (the "Act")
AND
IN THE MATTER OF
BIRD CONSTRUCTION COMPANYLIMITED
ORDER
(Subsection 83.1(1))
UPON the application of Bird ConstructionCompany Limited ("Bird") for an order pursuant tosubsection 83.1(1) of the Act, deeming Bird to be a reportingissuer for the purposes of Ontario securities law (as definedin the Act);
AND UPON considering the applicationand the recommendation of the staff of the Ontario SecuritiesCommission (the "Commission");
AND UPON Bird representing to the Commissionas follows:
1. Bird was formed under the laws of Saskatchewanon February 15, 1930 and is governed by the Business CorporationsAct (Saskatchewan).
2. The head office of Bird is located in Toronto,Ontario.
3. The authorized capital of Bird consistsof an unlimited number of common shares, of which 3,763,060common shares are currently issued and outstanding. No optionsor warrants to purchase common shares are currently outstanding.
4. The common shares of Bird are listed onthe TSX Venture Exchange under the symbol "BDT"and Bird is in compliance with the requirements of the TSXVenture Exchange.
5. According to the records of the ManitobaSecurities Commission, Bird has been a reporting issuer underthe Securities Act (Manitoba) (the "Manitoba Act")since 1973. Bird became a reporting issuer under the SecuritiesAct (British Columbia) (the "BC Act") and the SecuritiesAct (Alberta) (the "Alberta Act") on November 22and 24, 2000, respectively, in connection with the commonshares of Bird being listed and posted for trading on theCanadian Venture Exchange (now, the TSX Venture Exchange).
6. Bird is not in default of any continuousdisclosure requirements of the Manitoba Act, the BC Act orthe Alberta Act.
7. Bird is not a reporting issuer in Ontarioand is not a reporting issuer, or its equivalent, under thesecurities legislation any jurisdiction in Canada other thanManitoba, British Columbia and Alberta.
8. The continuous disclosure requirementsof the Manitoba Act, the BC Act and the Alberta Act are substantiallythe same as the requirements under the Act.
9. The continuous disclosure materials filedby Bird are available on the System for Electronic DocumentAnalysis and Retrieval.
10. Bird has a significant connection to Ontario,in that (i) its head office is located in Toronto, (ii) anumber of its senior executives are resident in Ontario and(iii) a number of registered and/or beneficial shareholders,who collectively hold more than 20% of the outstanding commonshares of Bird, are resident in Ontario.
11. There have been no penalties or sanctionsimposed against Bird by a court relating to Canadian securitieslegislation or by a Canadian securities regulatory authority,and Bird has not entered into any settlement agreement withany Canadian securities regulatory authority.
12. Neither Bird nor any of its directors,officers nor, to the knowledge of Bird, its directors andofficers, any of its controlling shareholders, has: (i) beenthe subject of any penalties or sanctions imposed by a courtrelating to Canadian securities legislation or by a Canadiansecurities regulatory authority, (ii) entered into a settlementagreement with a Canadian securities regulatory authority,or (iii) been subject to any other penalties or sanctionsimposed by a court or regulatory body that would likely beconsidered important to a reasonable investor making an investmentdecision.
13. Except as disclosed in the paragraph below,neither Bird nor any of its directors, officers nor, to theknowledge of Bird, its directors and officers, any of itscontrolling shareholders, is or has been subject to: (i) anyknown ongoing or concluded investigations by: (a) a Canadiansecurities regulatory authority, or (b) a court or regulatorybody, other than a Canadian securities regulatory authority,that would be likely to be considered important to a reasonableinvestor making an investment decision; or (ii) any bankruptcyor insolvency proceedings, or other proceedings, arrangementsor compromises with creditors, or the appointment of a receiver,receiver-manager or trustee, within the preceding 10 years.
14. A director of Bird had made a proposalunder the Bankruptcy and Insolvency Act (Canada) in1996 and was granted a Certificate of Full Performance ofProposal (Section 65.3) on October 15, 1997.
15. None of the directors or officers of Bird,nor to the knowledge of Bird, its directors and officers,any of its controlling shareholders, is or has been, at thetime of such event, a director or officer of another issuerwhich is or has been subject to: (i) any cease trade or similarorders, or orders that denied access to any exemptions underOntario securities law, for a period of more than 30 consecutivedays, within the preceding 10 years; or (ii) any bankruptcyor insolvency proceedings, or other proceedings, arrangementsor compromises with creditors, or the appointment of a receiver,receiver-manager or trustee, within the preceding 10 years.
AND UPON the Commission being satisfiedthat to do so would not be prejudicial to the public interest;
IT IS HEREBY ORDERED pursuant to subsection83.1(1) of the Act that Bird is deemed to be a reporting issuerfor the purposes of the Act.
January 7, 2003.
"Margo Paul"