R.S.O. 1990, CHAPTER S.5, as amended, (the "Act")
IN THE MATTER OF
REVOCATION OF THE TEMPORARY CEASE TRADE ORDER
WHEREAS IT APPEARS to the Ontario Securities Commission ( the"Commission") that :
1. Livent Inc. ("Livent" or the "Company") is a reporting issuer in Ontario and issubject to the continuous disclosure requirements, among other requirements, ofthe Act.
2. The common shares of Livent are traded in the over-the-counter market inOntario and quoted for trading on the Canadian Dealing Network.
3. On November 18, 1998 Livent issued restated financial statements for 1996,1997 and the first quarter ended March 31, 1998. Livent also issued financialstatements for the second quarter ended June 30, 1998 (the "RestatedStatements"). Livent also disclosed that an investigation by the company hadrevealed massive, systematic accounting irregularities that permeated thecompany.
4. On November 19, 1998 Livent filed for protection under the Companies'Creditors Arrangement Act in Ontario Court (Commercial List) following the filingon November 18,1998 of a voluntary petition under Chapter 11 of the U.S.Bankruptcy Code in the US Bankruptcy Court for the Southern District of NewYork (the "Protective Filings").
5. On November 30, 1998 Livent announced an agreement to provide Livent withDebtor-in-Possession ("DIP") financing in the amount of CDN$35 million whichwas approved by the US Bankruptcy Court on December 3, 1998 and theOntario Court (Commercial List) on December 4, 1998.
6. On December 3, 1998 Livent announced that the DIP financing is intended toprovide Livent with sufficient capital to fund the company's operations whileLivent completes its financial reorganization.
AND WHEREAS Livent has advised the Commission that to its knowledge nomaterial change has occurred in its affairs that at this time has not been disclosed;
AND WHEREAS Livent has advised the Commission that its inability to file itsfinancial statements for the third quarter ending September 30, 1998 is due to thecompany's extraordinary efforts, during the period when it would normally have beenpreparing such financial statements, to prepare the Restated Statements and thefinancial statements for the second quarter ended June 30, 1998 referred to above, toprepare for the Protective Filings and respond to matters arising therefrom and,following the Protective Filings, secure DIP financing intended to permit Livent to lockin a secure, long term financial structure and put Livent back on a stable financialfooting;
AND WHEREAS Livent consents to an order being made by the Commissionpursuant to section 144(1) of the Act revoking the temporary cease trade order issuedby the Commission on December 1, 1998;
AND WHEREAS the Commission is satisfied that in these particularcircumstances, having regard to the information on the public record, it would not beprejudicial to the public interest to revoke the temporary cease trade order imposed onDecember 1, 1998;
IT IS HEREBY ORDERED pursuant to section 144(1) of the Act that the order ofthe Commission made on December 1, 1998, imposing a temporary cease trade orderon any securities of Livent, be revoked.
IT IS FURTHER ORDERED that this revocation order not take effect until 11:59p.m. on December 11, 1998.
December 11th, 1998.
"J. A. Geller"