| THE SECURITIES ACT | ) |
Order No. 2721 |
) |
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| Section 20 | ) |
December 6th, 1999 |
O&Y
WHEREAS:
(A) O&Y FPT Inc. (the "Issuer") makes application to The Manitoba Securities Commission (the "Commission") pursuant to Section 20(1) of The Securities Act R.S.M. 1988, Chapter S.50, as amended (the "Act"), for an Order exempting the Issuer from the prospectus requirements of Section 37 of the Act.
(B) The Issuer has represented to the Commission that:
1. the Issuer is a subsidiary of O&Y Properties Corporation and is a reporting issuer or holds equivalent status in each of the Provinces of Canada and is not on the list of defaulting reporting issuers maintained by the Commission;
2. the Issuer is offering up to $300,000,000 aggregate principal amount of First Mortgage Bonds (the "Bonds") pursuant to the terms of a confidential Offering Memorandum (the "Offering");
3. the purchase of the Bonds will be subject a minimum subscription of $5,000,000 and will be secured by, among other things, a first fixed and specific charge on certain leasehold and freehold interests of the Issuer in property located in downtown Toronto, Ontario;
4. the confidential Offering Memorandum contains the statutorily prescribed contractual rights of action required pursuant to Form 26 of the Security Regulation under the Act and the Bonds will be issued in each case pursuant to a Subscription Agreement;
5. the Issuer wishes to offer the Bonds to securities advisors who are registered as portfolio managers ("Portfolio Managers") on behalf of fully-managed investment portfolio accounts over which they have the full discretion to make investment decisions without requiring the client’s express consent in connection with respect to a particular transaction ("Managed Accounts");
6. Portfolio Managers subscribing for Bonds on behalf of such Managed Accounts would thereafter distribute such Bonds among the various portfolio accounts over which they have the discretion to make investment decisions (the "Specified Managed Accounts"), however, such trades would not fall within the prospectus and registration exemptions contained in Sections 58(1) and 19(3) of the Act; and
7. Each Specified Managed Account, will at the time of the purchase of Bonds hold assets having an aggregate net value of not less than $97,000.
8. The Portfolio Managers will be solely responsible for the management of the Managed Accounts, with full power, authority and discretion inter alia, to buy, sell or otherwise effect transactions in securities as agents for the Managed.
(C) The Commission is of the opinion that it would not be prejudicial to the public interest to grant the order requested.
IT IS ORDERED:
1. THAT, pursuant to subsection 20(1) of the Act, trades in the Bonds in Manitoba in connection with the Offering to a Portfolio Manager acting as agent for Managed Accounts, including Specified Managed Accounts, are exempt from section 37 of the Act, provided that:
(a) each Portfolio Manager, at the time of purchase of the Bonds has full power, authority and discretion to buy, sell or otherwise effect transactions in securities as agent for the Managed Accounts managed by it and the aggregate acquisition cost of the Bonds to all Managed Accounts represented by each Portfolio Manager will not be less than $5,000,000;
(b) each Specified Managed Account will, at the time of purchase of the Bonds, hold assets having an aggregate net value or an aggregate acquisition cost of not less than $97,000;
(c) on or before the closing of the Offering, the Portfolio Managers which purchase the Bonds shall have been provided with a copy of this Order and the Issuer shall have received written confirmation from the Portfolio Managers, on behalf of their respective Specified Managed Accounts, that they are aware of the limitation imposed by this order on dispositions of the Series A Bonds by Specified Managed Accounts; and
(d) within 10 days of the closing of the Offering, the Issuer shall file, or cause to be filed with the Commission a report, in duplicate, in respect of each Specified Managed Account which is in Form 8 of the Regulations, or which includes substantially the same information as is required in a report prepared in accordance with Form 8 of the Regulations, and in conjunction therewith the Issuer shall pay the fee which would be payable on the filing of such report.
2. THAT, the fee for this order is $650.00.
BY ORDER OF THE COMMISSION
Director – Legal