Securities Law & Instruments

Headnote

Section 144 -- Revocation of cease trade order where issuer has brought filings of financial statements up to date.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O., c. S.5, as am., ss. 144.

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, CHAPTER S.5, AS AMENDED

(THE "ACT")

AND

IN THE MATTER OF

KNIGHTSBRIDGE LONDON LIMITED PARTNERSHIP 1993

 

ORDER

(Section 144)

WHEREAS the securities of Knightsbridge London Limited Partnership 1993 ("Knightsbridge") are subject to a Cease Trade Order (the "Cease Trade Order") of the Manager made on behalf of the Ontario Securities Commission (the "Commission") pursuant to paragraph 2 of subsection 127(1) of the Act on September 19, 2003 directing that trading in the securities of Knightsbridge cease until the Cease Trade Order is revoked by a further order of revocation;

AND UPON Knightsbridge having applied to the Commission for revocation of the Cease Trade Order pursuant to section 144 of the Act;

AND UPON Knightsbridge having represented to the Commission that:

1. Knightsbridge is a limited partnership governed by the laws of Ontario and is a reporting issuer only in the Province of Ontario;

2. Twenty units held by fourteen partners are issued and outstanding as of the date hereof;

3. No securities of Knightsbridge are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation;

4. Knightsbridge is exempt from filing first and third quarter interim financial statements pursuant to an order of the Commission dated September 21, 1993.

5. The Cease Trade Order was issued by reason of the failure of Knightsbridge to file with the Commission its interim financial statements for the six-month period ended June 30, 2003 (the "CTO Interim Financial Statements") as required by the Act;

6. An Order granting partial revocation of the Cease Trade Order was granted on July 29, 2004, pursuant to Section 144 of the Act, to permit the trade of limited partnership units issued by Knightsbridge to 1450473 Ontario Inc.

7. Knightsbridge and the general partner of Knightsbridge, Knightsbridge Baseline Limited, have provided an undertaking to the Commission to file an application to have the Cease Trade Order revoked and to take all other necessary steps to have the Cease Trade Order revoked by September 15, 2004.

8. Knightsbridge filed with the Commission through SEDAR on September 15, 2004:

(a) Annual financial statements for the year ended December 31, 2003;

(b) Form 28 for the year 2003;

(c) Form 13-502F1 for the year 2003,

(d) The CTO Interim Financial Statements; and

(e) Interim financial statements for the six-month period ended June 30, 2004.

9. Knightsbridge filed with the Commission through SEDAR on October 18, 2004:

(a) Interim financial statements for the period ended June 30, 2004;

(b) Management Discussion and Analysis on the interim financial statements for the period ended June 30, 2004;

(c) Form 52-109FT2 Certification of Interim Filings -- Chief Financial Officer; and

(d) Form 52-109FT2 Certification of Interim Filings -- Chief Executive Officer.

10. Knightsbridge filed with the Commission through SEDAR on November 15, 2004 revised interim financial statements for the period ended June 30, 2004;

11. Knightsbridge has brought its continuous disclosure filings up-to-date;

12. Except for the Cease Trade Order, Knightsbridge is not otherwise in default of any requirements of Ontario securities legislation;

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

AND UPON the Manager being of the opinion that to do so would not be prejudicial to the public interest;

IT IS ORDERED pursuant to section 144 of the Act that the Cease Trade Order is revoked.

December 23, 2004.

"Cameron McInnis"