Commission Approval of Amendment: Trades by Issuers in Connection with Securities Exchange Issuer Bids and In the Matter of Trades by Holders of Securities of a Company to Another Company in Connection with an Amalgamation, and Arrangement or a Specified

The Commission is publishing in today's Bulletin amendments to the following rules and Notices respecting the amendments for the purpose of extending theexpiration date from July 1, 1998 to December 31, 1998:

1. In the Matter of Trading in Securities of Labour Sponsored Investment Fund Corporations (1997), 20 OSCB 1220;

2. In the Matter of Mutual Fund Securities (1997), 20 OSCB 1220;

3. In the Matter of Trades in Securities of a Private Company Under the Execution Act (1997), 20 OSCB 1218;

4. In the Matter of Trades by Issuers in Connection with Securities Exchange Issuer Bids and In the Matter of Trades by Holders of Securities of a Company toAnother Company in Connection with an Amalgamation, an Arrangement or a Specified Statutory Procedure (1997), 20 OSCB 1218;

5. In the Matter of Trades by Issuers Upon Exercise of Certain Conversion or Exchange Rights and In the Matter of the First Trade in Securities Acquired UponExercise of Such Conversion or Exchange Rights (1997), 20 OSCB 1218;

6. In the Matter of Certain Proposed Amendments (1997), 20 OSCB 1220;

7. In the Matter of Dividend Reinvestment Plans (1997), 20 OSCB 1218;

8. In the Matter of Trades by an Issuer in Securities of its Own Issue to Senior Officers, Directors, Personal Holding Companies and Registered RetirementSavings Plans and a Controlling Shareholder in Securities of an Issuer to Employees, Senior Officers, Directors, Personal Holding Companies and RegisteredRetirement Savings Plans (1997), 20 OSCB 1218;

9. In the Matter of Going Private Transactions (1997), 20 OSCB 1219;

10. In the Matter of Insider Bids, Issuer Bids, and Take-Over Bids in Anticipation of Going Private Transactions (1997), 20 OSCB 1219; and

11. In the Matter of Regulation 910, R.R.O. 1980, as amended and In the Matter of The Multijurisdictional Disclosure System (1997), 20 OSCB 1219.

The Notices and the amendments to the rules are published in Chapter 5 of the Bulletin.

Reference: Randee B. Pavalow
Policy Coordinator/Advisor
Ontario Securities Commission
(416) 593-8257

Susan Greenglass
Legal Counsel
Ontario Securities Commission
(416) 593-8140

Notice of Amendment

The Commission has, under section 143 of the Securities Act (the Act), amended the rule entitled In the Matter of Trades by Issuers In Connection WithSecurities Exchange Issuer Bids and In the Matter of Trades by Holders of Securities of a Company to Another Company In Connection With anAmalgamation, an Arrangement or a Specified Statutory Procedure (1997), 20 OSCB 1218 (the Rule). The amendment extends the expiration date of theRule from July 1, 1998 to December 31, 1998. The amendment, however, does not materially change the Rule, and, accordingly, under section 143.2 of the Act,the Commission has not published the amendment for comment.

The amendment and the material required by the Act to be delivered to the Minister of Finance were delivered on April 8, 1998. If the Minister does not approvethe amendment, reject the amendment or return it to the Commission for further consideration, the amendment will come into force on June 22, 1998. If theMinister does approve the amendment, the amendment will come into force 15 days after it is approved.

Substance and Purpose of Amendment

The Rule replaced the deemed rule entitled In the Matter of Trades by Issuers In Connection With Securities Exchange Issuer Bids and In the Matter of Tradesby Holders of Securities of a Company to Another Company In Connection With an Amalgamation, an Arrangement or a Specified Statutory Procedure(1994), 17 OSCB 1975.

The Rule provides that it will expire on the earlier of the date on which a new rule intended to replace it comes into force and July 1, 1998. Proposed Rule45-501 Exempt Distributions, which is intended to replace the Rule, was published for comment on October 17, 1997 at (1997), 20 OSCB 5294. The purpose ofthe amendment is to extend the expiration date of the Rule from July 1, 1998 to December 31, 1998 in order to allow sufficient time for the Commission tore-publish proposed Rule 45-501 in response to particular comments that were received.

Text of Amendment

The text of the amendment follows.