PIPE NT Corp. - MRRS Decision

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications -- Issuer has only one security holder --issuer deemed to have ceased to be a reporting issuer.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am.s. 83.

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

ONTARIO, ALBERTA, NEWFOUNDLANDAND LABRADOR,

NOVA SCOTIA, QUEBEC AND SASKATCHEWAN

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

PIPE NT CORP.

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof Ontario, Alberta, Newfoundland and Labrador, Nova Scotia,Quebec and Saskatchewan (the "Jurisdictions") hasreceived an application from PIPE NT Corp. ("PIPE")for:

(i) a decision under the securities legislationof the Jurisdictions (the "Legislation") that PIPEbe deemed to have ceased to be a reporting issuer in eachof the Jurisdictions; and

(ii) in Ontario only, an order pursuant tosubsection 1(6) of the Business Corporations Act (Ontario)(the "OBCA") that PIPE be deemed to have ceasedto be offering its securities to the public.

AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),the Ontario Securities Commission is the principal regulatorfor this application;

AND WHEREAS, unless otherwise defined,the terms herein have the meaning set out in National Instrument14-101 Definitions or in Quebec Commission Notice 14-101;

AND WHEREAS PIPE has represented to theDecision Makers that:

1. PIPE was incorporated under the laws ofthe Province of Ontario on November 27, 1997 and is a reportingissuer in each of the Jurisdictions.

2. The head office of PIPE is located at 1First Canadian Place, 4^th Floor, Toronto, OntarioM5X 1H3.

3. To the best of our knowledge, PIPE is notin default of any of the requirements of the legislation ofOntario or any of the Jurisdictions.

4. PIPE does not intend to seek public financingin Canada by way of an offering of its securities.

5. PIPE is a mutual fund corporation whichwas created to hold an investment portfolio of selected utilitycompanies for the purpose of enabling investors in its capitalshares (the "Capital Shares") and preferred shares(the "Preferred Shares") to satisfy separately theinvestment objectives of capital appreciation or dividendincome with respect to investment portfolio held by PIPE.

6. The Articles of PIPE were amended on February13, 1998 to create the Capital Shares and Preferred Shares.PIPE invested the net proceeds from the issue of Capital Sharesand Preferred Shares in a portfolio of publicly listed commonshares of IPL Energy Inc., TransCanada Pipelines Limited andWestcoast Energy Inc. The Capital Shares and the PreferredShares were listed on the Toronto Stock Exchange ("TSX")under the stock symbol PIP and PIP.PR.A. respectively.

7. On March 3, 2003, all of PIPE's outstandingCapital Shares and Preferred Shares were redeemed. As at suchdate of redemption and as a result of changes affecting theshares contained in its portfolio, PIPE's investment portfolioconsisted of publicly listed common shares of TransCanadaPipelines Limited and Enbridge Inc.

8. PIPE's Capital Shares and Preferred Shareswere delisted from the TSX on March 3, 2003 and no securities,including debt securities, of PIPE are listed or quoted onany exchange or market.

9. PIPE's issued and outstanding securitiescurrently consist of 100 class A shares.

10. As a result of the redemption, all ofthe issued and outstanding securities in the capital of PIPEare beneficially owned by 1066918 Ontario Inc. Other thanclass A shares, PIPE has no securities, including debt securities,outstanding.

AND WHEREAS under the System, this MRRSDecision Document evidences the decision of each Decision Maker(the "Decision");

AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the jurisdiction to make theDecision has been met;

THE DECISION of the Decision Makers underthe Legislation is that PIPE is deemed to have ceased to bea reporting issuer under the Legislation.

AND IT IS HEREBY ORDERED by the OntarioSecurities Commission pursuant to subsection 1(6) of the OBCA,that PIPE is deemed to have ceased to be offering its securitiesto the public for the purposes of the OBCA.

May 9, 2003.