Securities Law & Instruments

Headnote

Variation of cease trade order previously issued against certain directors, officers and other insiders of a reporting issuer in default of filings required under Ontario securities law -- previous management and insider cease trade order (the MCTO) issued in response to earlier application by the issuer to the Commission under OSC Policy 57-603 Defaults by Reporting Issuers in Complying with Financial Statement Filing Requirements (the MCTO Policy) requesting that an MCTO be issued as an alternative to an issuer cease trade order -- issuer remains in default but has filed default status reports on a biweekly basis in accordance with Part 3 of the MCTO Policy -- two individuals named in the MCTO (the Redacted Respondents) have requested that the MCTO be varied so that they will no longer be named as Respondents in the MCTO -- application to vary the MCTO to delete the Redacted Respondents granted based on evidence that the individuals do not come within the scope of the MCTO Policy.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 6(3), 127 and 144.

Policies Citied

OSC Policy 57-603 Defaults by Reporting Issuers in Complying with Financial Statement Filing Requirements.

IN THE MATTER OF

THE SECURITIES ACT

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

AND

IN THE MATTER OF

CERTAIN DIRECTORS, OFFICERS AND INSIDERS OF

HOLLINGER CANADIAN NEWSPAPERS, LIMITED PARTNERSHIP

(BEING THE PERSONS AND COMPANIES LISTED

IN SCHEDULE "A" HERETO)

 

ORDER

(Paragraph 127(1)(2) and Section 144)

WHEREAS on June 1, 2004, the Ontario Securities Commission (the "Commission") made an order (the "Partnership MCTO") under paragraph 2 of subsection 127(1) of the Act that all trading, whether direct or indirect, by the persons and companies listed in Schedule "A" (individually, a "Respondent" and collectively, the "Respondents") in the securities of Hollinger Canadian Newspapers, Limited Partnership (the "Partnership") shall cease, subject to certain exceptions as provided for in the Partnership MCTO, until two full business days following the receipt by the Commission of all filings the Partnership is required to make pursuant to Ontario securities law;

AND WHEREAS two individuals who are named as Respondents in the Partnership MCTO have requested that the Partnership MCTO be varied so that they will no longer be named as Respondents in the Partnership MCTO;

AND WHEREAS the Partnership has advised the staff of the Commission ("Staff") that it has no objection to this request and now makes this application (the "Application") to vary the the Partnership MCTO to delete these individuals as Respondents;

AND UPON considering the Application and the recommendation of Staff;

AND UPON the Partnership having represented to the Commission that:

1. The Partnership is a limited partnership formed under the laws of Ontario and is a reporting issuer in the Province of Ontario.

2. The Partnership has failed to file its interim statements (and interim Management's Discussion & Analysis related thereto) for the three-month period ended March 31, 2004 as required to be filed under Ontario securities law on or before May 15, 2004.

3. The Partnership has further failed to file its annual financial statements (and annual Management's Discussion & Analysis related thereto) and its Annual Information Form ("AIF") for the year ended December 31, 2003 by the required filing date under Ontario securities law, namely May 19, 2004.

4. The Partnership has further failed to file its interim statements (and interim Management's Discussion & Analysis related thereto) for the six-month period ended June 30, 2004 and the nine-month period ended September 30, 2004 by the respective due dates of August 14, 2004 and November 15, 2004.

5. As of the date of this Order, the Partnership has not rectified the filing deficiencies described in paragraphs 2, 3 and 4 of this Order.

6. On May 4, 2004, the Partnership made an application to the Commission under OSC Policy 57-603 Defaults by Reporting Issuers in Complying with Financial Statement Filing Requirements (the "MCTO Policy") requesting that a Management and Insider Cease Trade Order (as that term is defined in the MCTO Policy) be issued as an alternative to an Issuer Cease Trade Order (as that term is defined in the MCTO Policy).

7. In connection with this application, and in accordance with section 3.1 of the MCTO Policy, the Partnership provided the Commission with

a) an affidavit listing the names and positions/titles (if any) of each person or company that, in the opinion of the Partnership, comes within the definition of "Defaulting Management and Other Insiders" (as that term is defined in the MCTO Policy); and

b) an undertaking (the "Undertaking") to provide to the Commission, during the period of default, particulars of any changes to this information that is known to the Partnership.

8. On May 18, 2004, the Director made a temporary order (the "Temporary Order") under paragraph 2 of subsection 127(1) and subsection 127(5) of the Act that the Respondents cease trading in any securities of the Partnership, subject to certain exceptions as provided for in the Temporary Order, for a period of 15 days from the date of the Temporary Order;

9. On June 1, 2004, following a hearing on the matter, the Commission made the Partnership MCTO that provided that all trading, whether direct or indirect, by the Respondents in the securities of the Partnership shall cease, subject to certain exceptions as provided for in the Partnership, until two full business days following the receipt by the Commission of all filings the Partnership is required to make pursuant to Ontario securities law;

10. Since the date of the Partnership MCTO, the Partnership has filed Default Status Reports on a biweekly basis in accordance with Part 3 of the MCTO Policy.

11. The Partnership has been advised by Staff that two individuals named in the Partnership MCTO, Mr. Donald Babick and Mr. Robert G. Calvert (the "Redacted Respondents"), have requested that the Partnership MCTO be varied so that they will no longer be named as Respondents in the Partnership MCTO;

12. The Partnership has further been advised by Staff that each of the Redacted Respondents has represented in a letter filed with the Commission that

a) He resigned as a director of the general partner of the Partnership in November 2003 and since that time has not held any positions with the Partnership or any affiliate of the Partnership nor does he expect to hold any such position in the future;

b) He is fully aware of his obligations under section 76 of the Securities Act (Ontario) and understands the prohibition against any person in a special relationship with a reporting issuer purchasing or selling securities of that reporting issuer with knowledge of a material fact or material change regarding that reporting issuer that has not been generally disclosed; and

c) To the best of his knowledge and belief, he is not currently in possession of any material fact or material change regarding the Partnership that has not been generally disclosed. Further, he does not expect to have access in the future to a material fact or material change concerning the Partnership that would not be generally disclosed.

13. The Partnership has no objection to this request and now makes this application to request that the list of Respondents appended to the Partnership MCTO as Schedule "A" be amended to delete the Redacted Respondents.

AND WHEREAS the Commission is of the opinion that it is in the public interest to make this Order;

IT IS ORDERED under section 144 of the Act that the list of Respondents appended to the Partnership MCTO as Schedule "A" be varied to delete the Redacted Respondents, as that term is defined in this Order.

March 8, 2005.

"David L. Knight"
"Lorne Morphy"

 

Schedule "A"

Amiel Black,
Barbara
Atkinson,
Peter Y.
Babick,
Donald
Black,
Conrad M. (Lord)
Boultbee,
J. A.
Calvert,
Robert G.
Colson,
Daniel W.
Cowan,
Charles G.
Creasey,
Frederick A.
Creighton,
Bruce
Dodd,
J. David
Duckworth,
Claire F.
Healy,
Paul B.
Hollinger Canadian
Newspapers (2003) Co.
Hollinger Canadian
Newspapers G.P. Inc.
Hollinger Canadian
Publishing Holdings Co.
Kipnis,
Mark
Lane,
Peter K.
Loye,
Linda
Paris,
Gordon
Radler,
F. David
Rohmer,
Richard, OC, QC
Ross,
Sherrie L.
Samila,
Tatiana
Steele,
Harry
Stevenson,
Mark
Strother,
Sarah