Securities Law & Instruments

Headnote

Section 144 -- application for revocation of cease trade order -- issuer subject to cease trade order as a result of its failure to file annual financial statements -- issuer has brought filings up to date -- full revocation granted.

Ontario Statutory Provisions Cited

Securities Act, R.S.O. 1990, c. S.5, as am., ss.127 and 144.

Rule Cited

National Instrument 21-101 Marketplace Operation.

IN THE MATTER OF

THE SECURITIES ACT

R.S.O. 1990, C. S.5, AS AMENDED (THE "ACT")

AND

IN THE MATTER OF

SOVEREIGN LIMITED PARTNERSHIP ("SOVEREIGN")

 

ORDER

(Section 144)

WHEREAS the securities of Sovereign are subject to a temporary order of the Director of the Ontario Securities Commission (the "Director") dated July 29, 1998 and extended by an order dated August 12, 1998 under subsection 127(8) of the Act (collectively, the "Order") directing that trading in the securities of Sovereign cease until the Order is revoked by a further order of revocation;

AND WHEREAS Sovereign has applied to the Director for an order under section 144 of the Act to revoke the Order;

AND UPON Sovereign having represented to the Director that:

(a) Sovereign is a limited partnership under the laws of Ontario. Sovereign General Partner Limited is the general partner of Sovereign.

(b) Sovereign is a reporting issuer in Ontario, having become such on or about December 31, 1992 upon obtaining a receipt for a prospectus with respect to the distribution of the securities of Sovereign in Ontario, and is not a reporting issuer in any other jurisdiction.

(c) Sovereign is a limited partnership that owns and operates residential rental condominium apartments.

(d) No securities of Sovereign are traded on a marketplace, as defined in National Instrument 21-101 -- Marketplace Operations.

(e) The securities of Sovereign are held by fewer than fifteen unitholders. Sovereign has no other securities, including debt securities, outstanding.

(f) The Order regarding Sovereign was issued by reason of the failure of Sovereign to file with the Ontario Securities Commission (the "Commission") audited annual statements for the year ended December 31, 1997. Subsequently, Sovereign failed to file its annual and interim financial statements for the periods ending December 31, 1998, 1999, 2000, 2001, 2002 and 2003 as well as the Form 28 for those periods.

(g) On July 29, 2004, the Director issued an order under section 144 of the Act (the "Partial Revocation Order") granting a partial revocation of the Order to allow certain trades pursuant to minutes of settlement of litigation wherein Sovereign was a defendant.

(h) Sovereign and Sovereign General Partner Limited have provided an undertaking to the Commission (the "Undertaking") to file an application to have the Order revoked and to take all other necessary steps to have the Order revoked by September 15, 2004, including filing all documents required to be filed under Ontario securities legislation since January 1, 2001, with the exception of interim financial statements required to have been filed prior to December 31, 2003.

(i) On September 9, 2004, Sovereign filed on SEDAR its annual financial statements for the periods ending December 31, 2001, 2002 and 2003. The financial statements had previously been mailed to unitholders. On September 15, 2004, Sovereign filed Form 28s for the 2001, 2002 and 2003 financial years. On September 30, 2004 Sovereign filed its interim financial statements for the period ended June 30, 2004.

(j) Except for the filing of documents required to have been filed under Ontario securities legislation between December 31, 1997 and January 1, 2001 and interim financial statements required to have been filed for the periods between January 1, 2001 and December 31, 2003, Sovereign is not otherwise in default of any requirement of Ontario securities legislation.

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

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

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

January 13, 2005.

"Cameron McInnis"