Securities Law & Instruments

Headnote

Subsection 83.1(1) -- issuer deemed to be a reporting issuer in Ontario -- issuer already a reporting issuer in British Columbia, Alberta and Manitoba-- issuer's securities listed for trading on the TSX Venture Exchange -- continuous disclosure requirements in British Columbia, Alberta and Manitoba substantially the same as those in Ontario -- trustee of issuer was principal of numerous issuers with cease trade orders against them.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 83.1(1).

August 19, 2005

IN THE MATTER OF

THE SECURITIES ACT

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

AND

IN THE MATTER OF

HUNTINGDON REAL ESTATE INVESTMENT TRUST.

 

ORDER

(Subsection 83.1(1))

UPON the application of Huntingdon Real Estate Investment Trust (the "Trust") for an order, pursuant to subsection 83.1(1) of the Act, deeming the Trust to be a reporting issuer for the purposes of Ontario securities law;

AND UPON considering the application and the recommendation of the staff of the Ontario Securities Commission (the "Commission");

AND UPON the Trust representing to the Commission as follows:

1. The full name of the Trust is "Huntingdon Real Estate Investment Trust".

2. The head office of the Trust is located in Winnipeg, Manitoba.

3. The Trust was established under the laws of the Province of Manitoba pursuant a Declaration of Trust dated January 10, 2005.

4. The authorized capital of the Trust consists of an unlimited number of trust units ("Units"), of which 51,248,742 Units have been issued and are outstanding at the date hereof. The Trust has also issued and outstanding 11,321 5 Year 8% subordinate convertible debentures ("Debentures") in the aggregate principal amount of $11,321,000. $6,000,000 principal of these Debentures mature on March 22, 2010 and $5,321,000 principal amount of Debentures mature on June 30, 2010.

5. The Trust is the resulting issuer of WPVC Inc., a former capital pool company under Policy 2.4 Capital Pool Companies (the "CPC Policy") of the TSX Venture Exchange Inc. (the "Exchange") which completed its "qualifying transaction" under the CPC Policy on February 23, 2005. WPVC Inc.'s qualifying transaction involved, among other things, a plan of arrangement (the "Plan of Arrangement") under section 192 of the Canada Business Corporations Act pursuant to which the common shares ("Shares") of WPVC Inc. were exchanged for Units on the basis of one Unit for every five Shares.

6. The Trust is not designated as a capital pool company by the Exchange.

7. The Trust or its predecessor WPVC Inc. has been a reporting issuer or equivalent under the Securities Act (British Columbia) (the "BC Act") since September 1, 2004, under the Securities Act (Alberta) (the "Alberta Act") since September 1, 2004, and under the Securities Act (Manitoba) (the "Manitoba Act") since September 1, 2004 and are not in default of any requirements of the BC Act, the Alberta Act, or the Manitoba Act or the regulations thereunder.

8. Other than British Columbia, Alberta and Manitoba, the Trust is not a reporting issuer or equivalent under the securities legislation of any other jurisdiction in Canada.

9. The Trust is in compliance with all of the requirements of the BC Act, the Alberta Act and the Manitoba Act (the "Legislation") and of the Exchange.

10. The Trust has completed the following financings:

1. on February 23, 2005, a private placement to accredited investors of 2,500,000 Units to accredited investors;

2. on March 22, 2005, a private placement to accredited investors of 13,340,000 Units and 6,000 Debentures in the aggregate principal amount of $6,000,000 to accredited investors. These Debentures mature on March 22, 2010; and

3. on June 30, 2005, a private placement to accredited investors of 34,428,742 Units and 5,321 Debentures in the aggregate principal amount of 5,321,000. These Debentures mature on June 30, 2010

(collectively, the "Private Placements").

11. The Units of the Trust are listed for trading on the Exchange under the symbol "HNT.UN". The Debentures are not listed on the Exchange.

12. As a result of the Private Placements, the Trust has a significant connection to Ontario in that more than 20% of the Trust's issued and outstanding Units are held by beneficial owners who are residents of Ontario.

13. The combined continuous disclosure requirements under the Legislation are substantially the same as required under the Act.

14. The continuous disclosure materials filed by the Trust under the Legislation are available on the System for Electronic Document Analysis and Retrieval.

15. There have been no penalties or sanctions imposed against the Trust by any court relating to Canadian securities legislation or by a Canadian securities regulatory authority, and the Trust has not entered into a settlement agreement with any Canadian securities regulatory authority.

16. Neither the Trust nor any of its officers, trustees nor, to the knowledge of the Trust, its officers and trustees, any unitholders holding sufficient trust units to affect materially the control of the Trust ("controlling unitholders") has (i) been the subject of any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority, (ii) entered into a settlement agreement with a Canadian securities regulatory authority, or (iii) been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor making an investment decision.

17. Neither the Trust nor any of its officers, trustees nor, to the knowledge of the Trust, its trustees and officers, any of its controlling unitholders, is or has been subject to:

a. any known ongoing or concluded investigations by:

i. a Canadian securities regulatory authority, or

ii. a court or regulatory body, other than a Canadian securities regulatory authority, that would be likely to be considered important to a reasonable investor making an investment decision; or

b. any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding ten (10) years, other than the proposal made by Arni C. Thorsteinson, a trustee and officer of Trust, in 1996 under applicable Canadian bankruptcy legislation, the terms of which proposal have been fully performed.

18. None of the officers or trustees of the Trust, nor, to the knowledge of the Trust, its trustees and officers, any its controlling unitholders, is or has been at the time of such event an officer or director of any other issuer which is or has been subject to:

a. any cease trade or similar orders, or orders that denied access to any exemptions under Ontario securities law, for a period of more than thirty (30) consecutive days, within the preceding ten (10) years, other than Arni C. Thorsteinson, a trustee and officer of the Trust, who has been an insider of a large number of issuers, of which some have been subject to such orders, the result being that such issuers and orders are not easily identifiable due to the aforementioned volume of issuers of whom Mr. Thorsteinson has been an insider; or

b. any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding ten (10) years.

19. The Trust shall remit all participation fees due and payable by it pursuant to Ontario Securities Commission Rule 13-502 Fees by no later than two (2) business days from the date hereof.

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

IT IS HEREBY ORDERED pursuant to subsection 83.1(1) of the Act that the Trust be deemed to be a reporting issuer for the purposes of Ontario securities law.

"John Hughes"