Securities Law & Instruments

Headnote

Subsection 83.1(1) - issuer deemed to be a reporting issuer in Ontario - issuer already a reporting issuer in Alberta and British Columbia - issuer's securities listed for trading on the TSX Venture Exchange - continuous disclosure requirements in Alberta and British Columbia substantially the same as those in Ontario.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am. ss. 83.1(1).

IN THE MATTER OF

THE SECURITIES ACT

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

AND

IN THE MATTER OF

LANESBOROUGH REAL ESTATE INVESTMENT TRUST

 

ORDER

(Subsection 83.1(1))

UPON the application of Lanesborough Real Estate Investment Trust ("LREIT") for an order, pursuant to subsection 83.1(1) of the Act, deeming LREIT to be a reporting issuer for the purposes of Ontario securities law;

AND UPON considering the application and the recommendation of the staff of the Ontario Securities Commission (the "Commission");

AND UPON LREIT representing to the Commission as follows:

1. LREIT was established under the laws of the Province of Manitoba pursuant to a Declaration of Trust dated April 23, 2002.

2. LREIT is authorized to issue an unlimited number of trust units, of which 2,632,713 trust units have been issued and are outstanding as at August 19th, 2004.

3. On December 22, 2003, LREIT completed a private placement whereby trust units of LREIT were sold to persons resident in the Province of Ontario. Upon reviewing LREIT's register of unitholders, LREIT has determined that there are approximately 1,250,000 units of LREIT held by fully managed accounts in Ontario. As a result, LREIT has a "significant connection to Ontario" as defined under the policies of the TSX Venture Exchange (the "TSXV").

4. The trust units of LREIT are listed on the TSXV.

5. LREIT is the resulting issuer, pursuant to a Plan of Arrangement on August 30, 2002, of Wireless One Inc.. LREIT, or its predecessor Wireless One Inc., has been a reporting issuer or equivalent under the Securities Act (British Columbia) (the "BC Act") since November 24, 2000, under the Securities Act (Alberta) (the "Alberta Act") since November 24, 2000, under the Securities Act (Saskatchewan) (the "Saskatchewan Act") since August 23, 2002, under the Securities Act (Manitoba) (the "Manitoba Act") since May 24, 2000 and under the Securities Act (Nova Scotia) (the "NS Act") since March 10, 2004.

6. LREIT is in compliance with all of the requirements of the BC Act, the Alberta Act, the Saskatchewan Act, the Manitoba Act, the NS Act and the North West Territories Securities Act (the "Legislation") and of the TSXV.

7. The combined continuous disclosure requirements of the Legislation are substantially the same as the requirements under the Act.

8. The continuous disclosure materials filed by LREIT under the Legislation are available on the System for Electronic Document Analysis and Retrieval ("SEDAR").

9. There have been no penalties or sanctions imposed against LREIT by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority, and LREIT has not entered into a settlement agreement with any Canadian securities regulatory authority.

10. Neither LREIT nor any of its officers, trustees or unitholders holding sufficient trust units to affect materially the control of LREIT ("controlling unitholders") has (i) been the subject of any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority, (ii) entered into a settlement agreement with a Canadian securities regulatory authority, or (iii) been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor making an investment decision.

11. Neither LREIT nor any of its officers, trustees nor, to the knowledge of LREIT, its officers and trustees, any of its controlling unitholders, is or has been subject to:

a. any known ongoing or concluded investigations by:

i. a Canadian securities regulatory authority, or

ii. a court or regulatory body, other than a Canadian securities regulatory authority, that would be likely to be considered important to a reasonable investor making an investment decision; or

b. any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding ten (10) years, other than the proposal made by Arni C. Thorsteinson, a trustee and officer of LREIT, in 1996 under applicable Canadian bankruptcy legislation, the terms of which proposal have been fully performed.

12. None of the officers or trustees of LREIT, nor, to the knowledge of LREIT, its officers and trustees, any of its controlling unitholders, is or has been at the time of such event an officer or director of any other issuer which is or has been subject to:

a. any cease trade or similar orders, or orders that denied access to any exemptions under Ontario securities law, for a period of more than thirty (30) consecutive days, within the preceding ten (10) years, other than Arni C. Thorsteinson, a trustee and officer of LREIT, who has been an insider of a large number of issuers, of which some have been subject to such orders, the result being that such issuers and orders are not easily identifiable due to the aforementioned volume of issuers of whom Mr. Thorsteinson has been an insider; or

b. any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding ten (10) years.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

IT IS HEREBY ORDERED pursuant to subsection 83.1(1) of the Act that LREIT is deemed to be a reporting issuer for the purposes of Ontario securities law.

August 24, 2004.

"Charlie MacCready"