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 – default 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, c. S.5, AS AMENDED (the “Act”)
IN THE MATTER OF
ELEVEN EVERGREEN LIMITED PARTNERSHIP
(Section 144 of the Act)
WHEREAS the securities of Eleven Evergreen Limited Partnership (the “Filer”) are subject to a cease trade order dated November 23, 2010 issued by the Director of the Ontario Securities Commission (the “Commission”) pursuant to paragraph 2 of subsection 127(1) of the Act (the “Cease Trade Order”) directing that all trading in securities of the Filer cease until further order by the Director;
AND WHEREAS the 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 Cease Trade Order;
AND WHEREAS the Filer has applied to the Commission pursuant to section 144 of the Act for a revocation of the Cease Trade Order (the “Application”);
AND WHEREAS the Filer having represented to the Commission as follows:
1. The Filer is a Limited Partnership formed pursuant to the laws of Manitoba pursuant to a limited partnership agreement dated July 27, 1982. The Filer’s head office is located in Winnipeg, Manitoba.
2. The Filer is a reporting issuer in Manitoba, Ontario and Saskatchewan (the “Reporting Jurisdictions”). The Filer is not a reporting issuer in any Canadian jurisdiction other than the Reporting Jurisdictions. Manitoba is the Filer’s principal regulator.
3. The Filer owns a 61.6% direct interest in a high-rise apartment complex, known as 11 Evergreen Place located in Winnipeg, Manitoba.
4. The general partner of the Filer is 5771723 Manitoba Ltd.
5. The authorized capital of the Filer is comprised of 750 Limited Partnership Units of which 462 Limited Partnership Units are issued and outstanding as of the date hereof (the “Limited Partnership Units”). Other than Limited Partnership Units, the Filer has no securities (including debt securities) issued and outstanding.
6. The Filer is also subject to a cease trade order issued by The Manitoba Securities Commission on November 3, 2010. An application has been made to The Manitoba Securities Commission for the revocation of such cease trade order.
7. At the time the Filer became a reporting issuer, Manitoba and Ontario only required the filing of semi-annual and annual financial statements. Subsequently, Ontario adopted quarterly reporting requirements, but the administrative practice at the time was to exempt limited partnerships from having to file first and third quarter financial statements.
8. National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”) came into effect on March 31, 2004, which imposed first, second and third quarter interim filing requirements. The Filer failed to comply with these requirements.
9. The Filer requested the Director exercise the discretion provided for in Section 6 of National Policy 12-202 Revocation of Certain Cease Trade Orders and the Director has elected not to require the Filer to file all interim filings as required by NI 51-102 on the basis that 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):
- audited annual financial statements for the years ended December 31, 2013, December 31, 2014 and December 31, 2015;
- MD&A relating to the audited annual financial statements for the year-ended December 31, 2013, December 31, 2014 and December 31, 2015;
- interim financial statements for the periods ended March 31, 2016, Septem-ber 2015, June 2015, March 2015, September 2014, June 2014, March 2014, September 2013, and June 2013;
- MD&A relating to interim financial state-ments for the periods ended March 31, 2016, September 2015, June 2015, March 2015, September 2014, June 2014, March 2014, September 2013, and June 2013; and
- certification of the foregoing filings as required by NI 52-109
10. Other than as noted in paragraph 9, 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 filed all applicable forms under Rule 13-502 Fees and paid all applicable participation and late filing fees that are required to be paid in each jurisdiction where it is a reporting issuer.
12. The Filer’s SEDAR and SEDI profiles are up-to-date.
13. The Filer is not considering, nor is it involved in any discussions relating to a reverse take-over, merger, amalgamation or other form of combination or transaction similar to any of the foregoing.
14. The Filer last held an annual general meeting of unitholders in November of 2011. The Applicant will call and hold an annual meeting of unitholders within three months after the date of this order.
15. The Filer, on issuance of this order, will issue and file a news release and material change report with respect to the revocation of the cease trade orders in Manitoba and Ontario.
AND UPON considering the Application and the recommendation of the staff of the Commission;
AND UPON the Director being satisfied that to do so would not be prejudicial to the public interest;
IT IS ORDERED pursuant to section 144 of the Act, that the Cease Trade Order is revoked.
DATED this 29th day of August, 2016
Manager, Corporate Finance
Ontario Securities Commission