Securities Law & Instruments

Headnote

Owner of apartment building deemed to cease to be a reporting issuer. Common shares entitle holders to exclusive occupancy rights in certain apartment suites. Trades in shares are a mere incident to transfers of occupancy rights. Shares are not held as investments.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., s. 83.

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

3460 KEELE ST. APARTMENTS LIMITED

 

ORDER

(Section 83)

UPON the application of 3460 Keele St. Apartments Limited (3460) to the Ontario Securities Commission (the Commission) for an order, pursuant to Section 83 of the Act, that 3460 be deemed to have ceased to be a reporting issuer for purposes of the Act.

AND UPON 3460 having represented to the Commission that:

1. 3460 was incorporated under the laws of the Province of Ontario by Letters Patent on May 15, 1970.

2. 3460 became a reporting issuer in Ontario on September 15, 1970 after filing a prospectus to qualify the issuance of twenty thousand three hundred and eighty-six (20,386) common shares. These shares entitle purchasers to exclusive occupancy rights to a selected one bedroom, two bedroom or three bedroom apartment suite, and (if applicable) a parking space, corresponding to the number of shares purchased as follows:

A one bedroom apartment -- 84 common shares x 63 suites

=

5,292 shares

A two bedroom apartment -- 97 common shares x 107 suites

=

10,379 shares

A three bedroom apartment -- 110 common shares x 35 suites

=

3,850 shares

A parking space -- 5 common shares x 173 spaces

=

865 shares

 

_________________________

Total

 

 

20,386 shares

3. 3460 was incorporated with authorized share capital of forty thousand (40,000) common shares without par value, of which twenty thousand three hundred and eighty-six (20,386) shares have been issued to date. No further shares shall be issued. 3460 has no other securities outstanding. 3460 currently has approximately 178 shareholders.

4. 3460 was incorporated specifically to purchase a residential apartment building (the Apartment Building) together with the land upon which it is situated at 3460 Keele Street, in the City of Toronto (formerly City of North York), in the Province of Ontario. Ownership of the shares in 3460 was initially promoted as a form of affordable housing and this concept has been carried through to the present - the majority of the suites are occupied by senior citizens and those with lower incomes. The Apartment Building is self-managed. There is no professional manager in place in order to save costs. The board of directors consists of seven (7) members who are elected annually and carry out their duties and responsibilities without any compensation whatsoever.

5. 3460 is not a reporting issuer in any other jurisdiction in Canada and is not in default of any requirement of the Act or the rules and regulations made thereunder.

6. There is no active public market for the 3460 securities. Transfers of the 3460 securities are effected on a private sale basis whenever occupancy rights to an apartment suite/parking space are sold to a new purchaser. Each new purchaser of the 3460 shares is required to enter into a standard Agreement of Purchase and Sale and Occupancy Agreement. The Agreement of Purchase and Sale provides that the board of directors must consent to all transfers of the 3460 shares. The agreement also stipulates that such consent shall not be unreasonably withheld.

7. Under the terms of the standard form Agreement of Purchase and Sale and the Occupancy Agreement, if an apartment owner is in default of its obligations under either of these agreements, 3460 has the right to take possession of the apartment and sell, assign or transfer the shares held by the defaulting owner.

8. 3460 securities are not listed on any stock exchange and are not available for trading on any stock exchange or market, as defined in National Instrument 21-101 Marketplace Operation. Any trading in the shares is incidental to the transfer of occupancy rights in the Apartment Building suites.

9. 3460 does not intend to seek public financing by way of an offering to the public.

10. Subject to an Order of the Commission, the shareholders of 3460 voted to eliminate the filing of any and all financial statements with the Commission at the last annual general meeting.

11. Pursuant to 3460's corporate by-laws and as described in the original prospectus and amended prospectus, 3460 is operated as a non-profit corporation. The anticipated yearly expenses of the apartment suites, including all taxes, insurance, payment of superintendent wages, repairs to common areas, are determined by the board of directors after approval by the shareholders at each annual general meeting. Thereafter the board of directors sets monthly carrying charges to be paid by the shareholder/occupants to cover the anticipated yearly expenses of 3460 in connection with the management of the Apartment Building. 3460 carries on no other business activity other than the asset management of the Apartment Building and has no sources of revenue other than the carrying charges paid by the shareholders.

AND UPON the Commission being satisfied that to do so will not be prejudicial to the public interest.