IN THE MATTER OF THE SECURITIES ACT
R.S.O. 1990, c. S.5, AS AMENDED (the "Act")
IN THE MATTER OF CERTAIN DIRECTORS, OFFICERS AND INSIDERS OF
HOLLINGER CANADIAN NEWSPAPERS, LIMITED PARTNERSHIP
(BEING THE INDIVIDUALS AND ENTITIES LISTED IN SCHEDULE "A" HERETO)
WHEREAS on May 21st, 2004, each of the individuals and entities listed in Schedule "A" (individually, a "Respondent" and collectively, the "Respondents") was notified that the Director made an order (the "Temporary Order") that day under paragraph 2 of subsection 127(1) and subsection 127(5) of the Act that the Respondents cease trading in any securities of Hollinger Canadian Newspapers, Limited Partnership (the "Partnership"), subject to certain exceptions as provided for in the Temporary Order, for a period of 15 days from the date of the Temporary Order;
AND WHEREAS the Respondents were notified that a hearing would be held to determine if it would be in the public interest to make an order under paragraph 2 of subsection 127(1) of the Act that the Respondents cease trading in any securities of the Partnership permanently or for such period as is specified in the order;
AND WHEREAS the hearing was held on the 1st day of June, 2004;
AND UPON hearing the following evidence:
- The Partnership is a limited partnership formed under the laws of Ontario and is a reporting issuer in the Province of Ontario.
- Each of the Respondents is, or was, at some time since the end of the period covered by the last financial statements filed by the Partnership, namely since September 30, 2003, a director, officer or insider of the Partnership and during that time had, or may have had, access to material information with respect to the Partnership that has not been generally disclosed.
- The Partnership failed to file its interim statements (and interim Management's Discussion & Analysis related thereto) for the three-month period ended March 31, 2004 as required to be filed under Ontario securities law on or before May 15, 2004.
- The Partnership further failed to file its annual financial statements (and annual Management's Discussion & Analysis related thereto) and its Annual Information Form for the year ended December 31, 2003 by the required filing date under Ontario securities law, namely May 19, 2004.
- As of the date of this order, the Partnership has not filed its interim statements (and interim Management's Discussion & Analysis related thereto) for the three-month period ended March 31, 2004, nor its annual financial statements (and annual Management's Discussion & Analysis related thereto) nor its Annual Information Form for the year ended December 31, 2003.
- An indirect wholly-owned subsidiary of Hollinger International Inc. ("HLR") is the general partner of a limited partnership which, through wholly-owned subsidiaries, holds the majority of the units of the Partnership and the general partner interest in the Partnership.
- HLR is currently engaged in a strategic process as described in the material change report of HLR dated November 27, 2003 (the "Strategic Process"). The Strategic Process has been commenced by the board of directors of HLR and is being conducted through HLR's financial advisor, Lazard Frères & Co. LLC, to pursue a range of alternative strategic transactions for HLR. The Strategic Process may involve the sale or reorganization of all or a part of HLR's business and other possible transactions by means that may include asset sales, share sales or a merger, amalgamation, arrangement, business combination or other reorganization.
AND WHEREAS the Commission is of the opinion that it is in the public interest to make this order;
IT IS ORDERED under paragraph 2 of subsection 127(1) of the Act that all trading, whether direct or indirect, by those persons listed in Schedule "A" in the securities of the Partnership, with the exception of any trade in securities of the Partnership contemplated by or in connection with any transaction directly or indirectly resulting or arising from the Strategic Process, shall cease until two full business days following the receipt by the Commission of all filings the Partnership is required to make pursuant to Ontario securities law.
DATED at Toronto, this 1st day of June, 2004.
Ontario Securities Commission
"Susan Wolburgh Jenah"
Susan Wolburgh Jenah
"Robert W. Davis"
Robert W. Davis
Amiel Black, Barbara
Atkinson, Peter Y.
Black, Conrad M. (Lord)
Boultbee, J. A.
Calvert, Robert G.
Colson, Daniel W.
Cowan, Charles G.
Creasey, Frederick A.
Dodd, J. David
Duckworth, Claire F.
Healy, Paul B.
Hollinger Canadian Newspapers (2003) Co.
Hollinger Canadian Newspapers G.P. Inc.
Hollinger Canadian Publishing Holdings Co.
Lane, Peter K.
Radler, F. David
Rohmer, Richard, OC, QC
Ross, Sherrie L.