Securities Law & Instruments

Headnote

Issuer exempted from interim financial reporting requirements and from filing interim certificates under MI 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings -- Issuer operates a theme park open for a limited period of the year -- Issuer's audited annual financial statements fully capture the operating period of the business -- Exemption terminates upon the occurrence of a material change in the affairs of the issuer or a change in the financial year-end of the Issuer, unless the Decision Makers are satisfied that the exemption should continue.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am, ss. 77, 79 and 80(b)(iii).

Instruments Cited

National Instrument 51-102 Continuous Disclosure Obligations.

Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings.

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, CHAPTER S.5, AS AMENDED (the "Act")

AND

IN THE MATTER OF

SVL HOLDINGS INC.

 

ORDER

(Sections 80(b)(iii) and 144 of the Act, section 13.1 of NI 51-102 and section 4.5 of MI 52-109)

UPON the application of SVL Holdings Inc., formerly named Santa's Village Limited (the "Issuer"), for

(a) an order of the Ontario Securities Commission (the "Commission") pursuant to section 144 of the Act revoking an order granted by the Commission in 1981 that exempted the Issuer from the requirement to file and send to its securityholders in Ontario interim financial statements for the first and third quarters of its financial year (the "Prior Exemption");

(b) an order of the Commission pursuant to subsection 80(b)(iii) of the Act exempting the Issuer from the requirements in sections 77(1) and 79 of the Act to file and send to its securityholders interim financial statements for each interim period of its financial year;

(c) a decision of the Director pursuant to section 13.1 of National Instrument 51-102 ("NI 51-102") that the requirements in sections 4.3, 4.6, 5.1 and 5.6 of NI 51-102 concerning interim financial statements and MD&A relating to them ("Interim Filings") shall not apply to the Issuer; and

(d) a decision of the Director pursuant to section 4.5 of Multilateral Instrument 52-109 ("MI 52-109") that the requirement in section 3.1 of MI 52-109 to file interim certificates shall not apply to the Issuer;

AND UPON considering the application and the recommendation of the staff of the Commission;

AND UPON the Issuer having represented to the Commission and to the Director that:

1. The Issuer is a corporation incorporated under the laws of Ontario and a reporting issuer under the Act.

2. The Issuer carries on the business of operating a theme park, campground and other facilities, each through a wholly owned subsidiary (together "Santa's Village"), in the Town of Bracebridge, Ontario.

3. The Issuer was incorporated in 1954, at the initiative of members of the business community and municipal council of Bracebridge, to establish and operate Santa's Village and thereby draw visitors to Bracebridge.

4. The authorized share capital of the Issuer consists of an unlimited number of common shares ("Common Shares") of which 252,980 are issued and outstanding and an unlimited number of Class "A" Preference Shares, none of which are issued and outstanding.

5. According to the books and records of the Issuer:

(i) there are approximately 300 registered holders of Common Shares, all but sixteen of whom are shown on the Issuer's records as residing in Ontario ;

(ii) persons having addresses in Bracebridge and the surrounding area hold, in aggregate, approximately 75 per cent of the Common Shares;

(iii) over 75 per cent of the holders of the Common Shares each hold 500 Common Shares or less, and approximately 45 per cent of the holders of Common Shares each hold 100 Common Shares or less; and

(iv) 71,567 Common Shares (approximately 28 per cent of the Common Shares) are held in aggregate by the president and chairman of the board of directors of the Issuer and his wife.

6. The Common Shares are not quoted or traded on an organized market or quotation system; there is no public market for the Common Shares and none is expected to develop.

7. In 1981 the Commission granted the Prior Exemption relieving the Issuer from the requirement to file and send to the Issuer's securityholders resident in Ontario interim financial statements for the first and third quarters of its financial year, provided that its securityholders approve the exemption by a majority of the votes cast at each annual meeting of securityholders, that the Issuer report the results of the votes at each annual meeting to the Commission within three days thereof, and that the exemption will terminate upon the occurrence of a material change in the Issuer's affairs, unless the Commission is satisfied that it should continue.

8. Although the results of the votes cast at the annual meeting have not been reported to the Commission within three days thereof each year, the Issuer's securityholders have approved the exemption at each annual meeting and the Issuer has filed and sent to its shareholders annual and semi-annual financial statements each year since the granting of the Prior Exemption.

9. Apart from its failure to report the results of the votes at each annual meeting within three days thereof, the Issuer is not to its knowledge in default of any requirement under Ontario securities law.

10. Santa's Village is open for business only from late May to early October each year (the "Period of Operation").

11. During the remainder of the year the Issuer is closed for business and operates with a skeleton staff performing only maintenance functions.

12. As the Issuer's year end is October 31, its annual financial statements fully reflect the results of the Period of Operation each year.

13. The Issuer earns only a small annual profit each year.

14. Because of its limited activities from October to May, the Issuer's semi-annual financial statements reflect losses in substantially similar amounts for the period from October 31 to April 30 each year.

15. As a result of the facts in paragraphs 10 to 14 and the lack of a public market for the Common Shares, the preparation and delivery of interim financial statements would not provide a significant benefit to the Issuer's shareholders and would involve costs that are an undue burden to the Issuer in light of their usefulness.

16. At the annual meeting of the Issuer's shareholders on April 3, 2004, all of the shares represented and voted (approximately 70.41 per cent of the outstanding Common Shares) were voted in favour of the continuation of the Prior Exemption and the making of an application for an exemption from the requirement to file semi-annual financial statements.

17. The Issuer does not intend to issue additional shares. If the Issuer should decide to issue any shares pursuant to a prospectus, it will treat the determination to do so as a material change for purposes of this Order. If the Issuer should decide to issue further shares under an exemption from the prospectus requirements of the Act, it will provide a copy of this exemption order to any prospective purchaser of its shares whether or not its decision is a material change.

18. If the Issuer is not required to file Interim Filings, it would not be meaningful or relevant for the Issuer to file interim certificates in accordance with the requirement in section 3.1 of MI 52-109.

AND UPON the Commission being satisfied that there is adequate justification for so doing and that to do so would not be prejudicial to the public interest,

IT IS ORDERED pursuant to section 144 of the Act that the Prior Exemption is revoked.

AND IT IS ORDERED pursuant to subsection 80(b)(iii) of the Act that the Issuer be exempted from the requirements in sections 77(1) and 79 of the Act to file and send to its securityholders in Ontario interim financial statements in each of the Issuer's financial years, provided that

(a) the shareholders of the Issuer approve the continuation of this exemption by a majority of the votes cast at each annual meeting of the Issuer's shareholders and the Issuer files notice of their approval on SEDAR promptly following the meeting, and

(b) this exemption shall terminate upon the occurrence of a material change in the Issuer's affairs or upon a change in the Issuer's year end, unless the Issuer satisfies the Commission that the exemption should continue, which satisfaction shall be evidenced in writing.

June 11, 2004.

"Wendell S. Wigle"
"Harold P. Hands"

AND UPON the Director being satisfied that the tests contained in NI 51-102 and MI 52-109 have been met,

THE DECISION of the Director pursuant to section 13.1 of NI 51-102 is that the requirements in sections 4.3, 4.6, 5.1 and 5.6 of NI 51-102 concerning Interim Filings shall not apply to the Issuer in each of the Issuer's financial years, provided that

(a) the shareholders of the Issuer approve the continuation of this Decision by a majority of the votes cast at each annual meeting of the Issuer's shareholders and the Issuer files notice of their approval on SEDAR promptly following the meeting, and

(b) this Decision shall terminate upon the occurrence of a material change in the Issuer's affairs or upon a change in the Issuer's year end, unless the Issuer satisfies the Director that the Decision should continue, which satisfaction shall be evidenced in writing.

AND THE DECISION of the Director pursuant to section 4.5 of MI 52-109 is that the requirement in section 3.1 of MI 52-109 to file interim certificates with the Commission shall not apply to the Issuer for so long as the Decision of the Director of this date pursuant to section 13.1 of NI 51-102 remains in effect.

June 11, 2004.

"John Hughes"