Mutual Reliance Review System for Exemptive Relief Applications -- issuer deemed to have ceased to be a reporting issuer.
Securities Act, R.S.O. 1990, c. S.5, as am., ss. 83.
IN THE MATTER OF
THE SECURITIES ACT
R.S.O. 1990, C. S.5, AS AMENDED (THE "ACT")
IN THE MATTER OF
SOVEREIGN LIMITED PARTNERSHIP
WHEREAS the Ontario Securities Commission (the "Commission") has received an application from Sovereign Limited Partnership (the "Issuer") for a decision under the securities legislation of Ontario (the "Legislation") that the Issuer be deemed to have ceased to be a reporting issuer in Ontario;
AND WHEREAS the Issuer has represented to the Commission that:
1. the Issuer is a limited partnership under the laws of Ontario. Sovereign General Partner Limited is the general partner of the Issuer;
2. the Issuer 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 the Issuer in Ontario, and is not a reporting issuer in any other jurisdiction;
3. the outstanding securities of the Issuer, including debt securities, are beneficially owned, directly or indirectly, by less than 15 security holders in Ontario and less than 51 security holders in Canada;
4. no securities of the Issuer are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation;
5. the securities of the Issuer were subject to a cease trade order (the "Cease Trade Order"), issued by reason of the failure of the Issuer to file with the Commission audited annual statements for the year ended December 31, 1997. Subsequently, the Issuer failed to file its annual and interim financial statements for the periods between December 31, 1997 and June 30, 2004 as well as the Form 28 for those periods;
6. on July 29, 2004, the Director issued an order under section 144 of the Act granting a partial revocation of the Cease Trade Order (the "Partial Revocation Order") to allow certain trades pursuant to minutes of settlement of litigation wherein the Issuer was a defendant;
7. in connection with the Partial Revocation Order, the Issuer and Sovereign General Partner Limited 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, 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;
8. on or prior to September 30, 2004, the Issuer filed on SEDAR its annual financial statements for the periods ending December 31, 2001, 2002 and 2003, Form 28s for the 2001, 2002 and 2003 financial years and interim financial statements for the period ended June 30, 2004;
9. the Issuer made an application to the Director to have the Cease Trade Order revoked and on January 13, 2005, the Director issued an order under section 144 of the Act granting a revocation of the Cease Trade Order;
10. the Issuer is not in default of any of its obligations under the Legislation as a reporting issuer other than the filing of documents required to have been filed under the Legislation between December 31, 1997 and January 2001 and interim financial statements required to have been filed for the periods between January 1, 2001 and December 31, 2003;
11. the Issuer does not intend to seek public financing by way of offering its securities to the public; and
12. immediately following the grant of relief contained in this Order, the Issuer will not be a reporting issuer or the equivalent in any jurisdiction of Canada.
AND UPON considering the application and the recommendation of the staff of the Commission;
AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;
IT IS ORDERED pursuant to section 83 of the Act that the Issuer is deemed to have ceased to be a reporting issuer under the Legislation.
February 8, 2005.
"Paul M. Moore"
"M. Theresa McLeod"