BCSC

Exemption Orders (Discretionary)

BRACKNELL CORPORATION

IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418

AND

IN THE MATTER OF BRACKNELL CORPORATION

AND

IN THE MATTER OF RBC DOMINION SECURITIES INC.

AND

IN THE MATTER OF RBC DOMINION SECURITIES CORPORATION

AND

IN THE MATTER OF TD SECURITIES INC.

AND

IN THE MATTER OF TD SECURITIES (USA) INC.

AND

IN THE MATTER OF CIBC WORLD MARKETS INC.

AND

IN THE MATTER OF CIBC WORLD MARKETS CORP.

Exemption Order Under Section 48

WHEREAS RBC Dominion Securities Inc. (“RBCDS”) has made an application to the Executive Director for an order under section 48 of the Securities Act, R.S.B.C. 1996, c.418 exempting RBCDS, RBC Dominion Securities Corporation, TD Securities Inc., TD Securities (USA) Inc, CIBC World Markets Inc. and CIBC World Markets Corp. from the requirements of section 78(2)(b) of the Securities Rules B.C. Reg. 194/97, as varied by Blanket Order #92/2 in connection with a proposed offering (the “Offering”) of common shares (the “Common Shares”) of Bracknell Corporation (“Bracknell”);

AND WHEREAS RBCDS and Bracknell have represented to the Executive Director that:

1. Bracknell is a corporation existing under the Business Corporations Act (Ontario);

2. Bracknell carries on business in the facilities infrastructure services industry, providing customers with essential building services such as electrical and telecommunication systems, mechanical and heating, ventilation and air conditioning for both new construction and maintenance and systems upgrades;

3. Bracknell is a reporting issuer in Ontario, whose common shares are listed on The Toronto Stock Exchange, and, in connection with the Offering, is eligible to use the prompt offering qualification system under National Policy No. 47;

4. Bracknell filed a preliminary short form prospectus (the “Preliminary Prospectus”) with the securities commissions or similar authorities of each of the provinces to qualify the Offering on March 9, 2000;

5. RBCDS will be the lead underwriter for the Offering and it is currently expected that the initial underwriting syndicate will also include RBCDS, RBC Dominion Securities Corporation, TD Securities Inc., TD Securities (USA) Inc, CIBC World Markets Inc., CIBC World Markets Corp., Merrill Lynch Canada Inc. and Dundee Securities Corporation (collectively with RBCDS, the “Underwriters”);

6. the proportionate percentage share of the Offering to be underwritten by each of the Underwriters will be as follows:

RBC Dominion Securities Inc. - 44%

CIBC World Markets Inc. - 17%

TD Securities Inc. - 17%

Merrill Lynch Canada Inc. - 17%

Dundee Securities Corporation - 5%

7. on February 29, 2000, Bracknell signed an amended and restated agreement (the “Senior Credit Facility”) with a group of lenders including Royal Bank of Canada (an affiliate of RBCDS and RBC Dominion Securities Corporation), Toronto-Dominion Bank (an affiliate of TD Securities Inc. and TD Securities (USA) Inc.) and Canadian Imperial Bank of Commerce (an affiliate of CIBC World Markets Inc. and CIBC World Markets Corp.) (collectively the “Banks”) providing for total credit availability of US$212.5 million. In addition, on March 6, 2000, Bracknell signed a commitment letter with Toronto-Dominion Bank to borrow up to US$50 million;

8. by virtue of the indebtedness owed to the Banks, Bracknell may, in connection with the Offering, be considered to be a “connected issuer” of RBCDS, RBC Dominion Securities Corporation, TD Securities Inc., TD Securities (USA) Inc, CIBC World Markets Inc. and CIBC World Markets Corp. for the purposes of section 78(2)(b) of the Rules, as varied by Blanket Order #92/2;

9. the syndicate comprised of the Underwriters will not meet the proportionality requirements of section 78(2)(b) of the Rules, as varied by Blanket Order #92/2;

10. the decision to issue the Common Shares, including the determination of the terms of the Offering, was made through negotiations between Bracknell and the Underwriters without the involvement of the Banks;

11. Bracknell is not in financial difficulty and is not under any immediate financial pressure to undertake the Offering;

12. Bracknell is not a “related party” to any of the Underwriters, as defined in section 75(1) of the Rules and Proposed Multi-Jurisdictional Instrument 33-105 (“MJI 33-105”);

13. Bracknell is not a “specified party” as defined in MJI 33-105;

14. the preliminary prospectus and the final prospectus to be used in connection with the Offering will each disclose the information required by Appendix C of MJI 33-105; and

15. the preliminary prospectus and the final prospectus to be used in connection with the Offering will identify each “independent underwriter”, as defined in MJI 33-105, and disclose the role of each independent underwriter in the structuring and pricing of the distribution of the Common Shares and in the due diligence activities performed by the Underwriters in connection with the Offering;

AND WHEREAS the Executive Director is satisfied that to do so would not be prejudicial to the public interest;

IT IS ORDERED under section 48 of the Act, that RBCDS, RBC Dominion Securities Corporation, TD Securities Inc., TD Securities (USA) Inc., CIBC World Markets Inc. and CIBC World Markets Corp. are exempt from the requirements of section 78(2)(b) of the Rules, as varied by Blanket Order #92/2, in respect of the Offering.

DATED on March 22, 2000.

Ross P. McLennan
Director