Application by an issuer for a revocation of a cease trade order issued by the Commission -- cease trade order issued because the issuer had failed to file certain continuous disclosure materials required by Ontario securities law -- defaults subsequently remedied by bringing continuous disclosure filings up-to-date -- cease trade order revoked.
Applicable Legislative Provisions
Securities Act , R.S.O. 1990, c. S.5, as am., ss. 127, 144.
IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990, CHAPTER S.5, AS AMENDED
IN THE MATTER OF
LAKE LOUISE INN LIMITED PARTNERSHIP
WHEREAS the securities of Lake Louise Inn Limited Partnership (the "Filer") are subject to a temporary cease trade order issued by the Director on July 28, 2006 pursuant to subsection 127(1) and subsection 127(5) of the Act and a further cease trade order issued by the Director on August 8, 2006 pursuant to subsection 127(1) of the Act (collectively, the "Ontario Cease Trade Order"), ordering that all trading in the securities of the Filer, whether direct or indirect, cease until the Ontario Cease Trade Order is revoked by the Director;
AND WHEREAS the Ontario Cease Trade Order was made on the basis that the Filer was in default of certain filing requirements under Ontario securities law as described in the Ontario Cease Trade Order;
AND WHEREAS the Filer has applied to the Ontario Securities Commission (the "Commission") for a revocation of the Ontario Cease Trade Order (the "Application") pursuant to section 144 of the Act;
AND UPON the Filer having represented to the Commission as follows that:
1. The Filer is a limited partnership formed under the laws of Alberta pursuant to a limited partnership agreement dated February 9, 1988, as amended on December 22, 1988 ,April 7, 1988, May 4, 2000 and April 21, 2004 ( the "Partnership Agreement");
2. The Filer owns, directly or indirectly, certain hotel and lodging facilities in Canada ( or co-ownership interests therein), including Lake Louise Inn located in Lake Louise, Alberta, or partial interests therein;
3. The general partner of the Filer is 363870 Alberta Ltd., a wholly-owned subsidiary of Shelter Canadian Properties Limited, which is a private real estate company involved in property management and development;
4. The head office of the general partner is located in Winnipeg, Manitoba;
5. The authorized capital of the Filer is comprised of 300 Class A limited partnership units and an unlimited number of Class B limited partnership units, of which 300 Class A limited partnership units are issued and outstanding as at the date hereof. The Filer has no securities (including debt securities) issued and outstanding, other than Class limited partnership units and non-convertible mortgage loans which are secured against the properties and assets of the File;
6. The Filer is a reporting issuer in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia and Prince Edward Island;
7. The Filer is subject to cease trade orders issued by the securities regulatory authorities in British Columbia, Alberta and Manitoba and has made applications to such securities regulatory authorities to have such cease trade orders revoked. The Manitoba Securities Commission is the Filer's principal regulator;
8. In 1988 the Filer was granted relief by the securities regulatory authority in Ontario from the regulatory requirements in place at that time with respect to the preparation and filing of first and third quarter interim financial statements for each financial year of the Filer (the "1988 Relief"). National Instrument 51-102 Continuous Disclosure Obligations ("NI 51-102") came into effect on March 31, 2004. The Filer did not, as required under subsection 13.2(2) of NI 51-102, inform the Commission in writing at the time that it first intended to rely on the 1988 Relief in connection with the requirement to file interim financial statements under Part 4 of NI 51-102. As such, the Filer has not been able to rely on the 1988 Relief since March 31, 2004.
9. Other than the first and third quarter interim financial statements and related management's discussion and analysis for each financial year of the Filer since March 31, 2004, the Filer has filed with the Commission and with the securities regulatory authorities in each jurisdiction where it is a reporting issuer, via the System for Electronic Document Analysis and Retrieval (SEDAR), the continuous disclosure documents required to be filed under Ontario securities law up to the date hereof;
10. Other than the first and third quarter interim financial statements and related management's discussion and analysis for each financial year of the Filer since March 31, 2004, the Filer is not in default of any of its obligations as a reporting issuer under the Act or the rules and regulations made pursuant thereto;
11. The Filer has paid all outstanding activity, participation and late filing fees that are required to be paid in each province where it is a reporting issuer;
12. The Filer is in compliance with its annual meeting requirements as set out in its limited partnership agreement;
13. The Filer's SEDAR profile and SEDI profiles are up-to-date;
14. The Filer will not rely on the 1988 Relief in Ontario, and will file first and third quarter interim financial statements and related management's discussion and analysis, commencing for the three-month and nine-month periods ended August 31, 2013;
AND UPON considering the Application and the recommendation of the staff of the Commission;
AND UPON the Director being satisfied that it would not be prejudicial to the public interest to revoke the Ontario Cease Trade Order;
IT IS ORDERED pursuant to section 144 of the Act that the Ontario Cease Trade Order is hereby revoked.
DATED at Toronto, Ontario this 20th, August, 2013