360networks Inc. - s. 147 & 80 (b)(ii)
THE SECURITIES ACT
R.S.O. 1990, C.S.5, AS AMENDED (the "Act"),
ONTARIO REGULATION 1015, R.R.O. 1990, AS AMENDED (the "Regulation")
NI 44-101 SHORT FORM PROSPECTUS DISTRIBUTIONS (the "Short Form Rule"),
NI 41-101 PROSPECTUS DISCLOSURE REQUIREMENTS (the "Disclosure Rule"),
NI 44-102 SHELF DISTRIBUTIONS (the ?Shelf Rule?) and COMMISSION RULE 41-501
GENERAL PROSPECTUS REQUIREMENTS (the "General Prospectus Rule")
AND
IN THE MATTER OF
360NETWORKS INC.
ORDER AND DECISION
(Section 147 and Paragraph 80(b)(iii) of the Act,
Section 15.1 of the General Prospectus Rule,
Subsection 5.1(1) of the Disclosure Rule and
Subsection 59(2) of Schedule I to the Regulation)
WHEREAS 360networks inc. (the "Applicant") filed a preliminary short form base prospectus dated January 31, 2001 (the "Preliminary Prospectus") in accordance with the Shelf Rule and the Short Form Rule relating to the qualification of up to $3,000,000,000 aggregate principal amount of debt securities, preferred shares, subordinate voting shares, warrants, stock purchase contracts and stock purchase units (the "Offering") and received a receipt therefor dated February 1, 2001;
AND WHEREAS the Applicant intends to file a (final) short form base prospectus (the "Prospectus") in accordance with the Shelf Rule and the Short Form Rule and is desirous of receiving a receipt therefor forthwith;
AND WHEREAS the Applicant has applied for certain relief from the provisions of the Act, the Disclosure Rule and the General Prospectus Rule and for relief from the requirement to pay fees in connection with such application;
AND WHEREAS pursuant to an assignment dated April 12, 1999, as amended on September 7, 1999, February 15, 2000 and January 23, 2001, the Commission assigned certain of its powers and duties under the Act to each "Director", as that term is defined in subsection 1(1) of the Act;
AND WHEREAS on April 12, 1999 the Executive Director issued a determination and designation which designated, inter alia, each Manager in the Corporate Finance Branch of the Commission as a "Director" for the purposes of subsection 1(1) of the Act;
AND UPON the Director being satisfied that to do so would not be prejudicial to the public interest;
IT IS HEREBY DECIDED pursuant to section 15.1 of the General Prospectus Rule that the General Prospectus Rule, other than section 13.9 thereof, does not apply to the Preliminary Prospectus and the Prospectus;
AND IT IS FURTHER DECIDED pursuant to subsection 5.1(1) of the Disclosure Rule that the Disclosure Rule does not apply to the Preliminary Prospectus and the Prospectus;
AND IT IS HEREBY ORDERED pursuant to section 147 of the Act that the Offering is exempt from the requirement contained in subsection 65(1) of the Act that a period of ten days elapse between the issuance by the Director of a receipt for the Preliminary Prospectus and the issuance of a receipt for the Prospectus;
AND IT IS FURTHER ORDERED pursuant to paragraph 80(b)(iii) of the Act that section 79 of the Act does not apply to the Applicant insofar as it requires the Applicant to send financial statements filed under section 78 of the Act to each holder of its securities concurrently with their filing, if:
(a)the Applicant files those financial statements earlier than 140 days from the end of its last financial year because it is required to do so, in connection with the Offering, by the Short Form Rule; and
(b)the financial statements are sent within the time period specified in the Act for filing;
AND IT IS HEREBY DECIDED pursuant to subsection 59(2) of Schedule I to the Regulation that the Applicant be exempt from the requirement under the Act to pay fees in connection with the making of this application.
February 8, 2001.
"Margo Paul"