Ontario Securities Commission Bulletin
Issue 29/13 - March 31, 2006
Ont. Sec. Bull. Issue 29/13
• Teck Cominco Metals Ltd. - s. 83
• Strongco Income Fund - MRRS Decision
• Sentry Select Capital Corp. - MRRS Decision
• Provident Energy Trust - MRRS Decision
• NeuroMed Technologies Inc. and NeuroMed Pharmaceuticals Inc. - MRRS Decision
• Afcan Mining Corporation - MRRS Decision
• Guinor Gold Corporation - s. 83
• Yellow Pages Income Fund and YPG Holdings Inc. - MRRS Decision
• Juniper Fund Management Corporation et al. - s. 127(7)
• Ialta Industries Ltd. - s. 144
• Canadian Satellite Radio Holdings Inc. - s. 4.2 of Rule 56-501
• Merrill Lynch Professional Clearing Corp. - s. 211 of the Regulation
• Temporary, Permanent & Rescinding Issuer Cease Trading Orders
• Temporary, Permanent & Rescinding Management Cease Trading Orders
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Current Proceedings Before The Ontario Securities Commission
MARCH 31, 2006
CURRENT PROCEEDINGS
BEFORE
ONTARIO SECURITIES COMMISSION
Unless otherwise indicated in the date column, all hearings will take place at the following location:
The Harry S. Bray Hearing RoomOntario Securities CommissionCadillac Fairview TowerSuite 1700, Box 5520 Queen Street WestToronto, OntarioM5H 3S8
Telephone: 416-597-0681 |
Telecopier: 416-593-8348 |
|
|
CDS |
TDX 76 |
Late Mail depository on the 19th Floor until 6:00 p.m.
THE COMMISSIONERS
W. David Wilson, Chair |
-- |
WDW |
Paul M. Moore, Q.C., Vice-Chair |
-- |
PMM |
Susan Wolburgh Jenah, Vice-Chair |
-- |
SWJ |
Paul K. Bates |
-- |
PKB |
Robert W. Davis, FCA |
-- |
RWD |
Harold P. Hands |
-- |
HPH |
David L. Knight, FCA |
-- |
DLK |
Patrick J. LeSage |
-- |
PJL |
Mary Theresa McLeod |
-- |
MTM |
Carol S. Perry |
-- |
CSP |
Robert L. Shirriff, Q.C. |
-- |
RLS |
Suresh Thakrar, FIBC |
-- |
ST |
Wendell S. Wigle, Q.C. |
-- |
WSW |
SCHEDULED OSC HEARINGS
April 3, 5 to 7, 2006 |
Momentas Corporation, Howard Rash, Alexander Funt, Suzanne |
|
10:00 a.m. |
Morrison and Malcolm Rogers |
|
April 4, 2006 |
s. 127 and 127.1 |
|
2:30 p.m. |
||
P. Foy in attendance for Staff |
||
Panel: WSW/RWD/CSP |
||
April 10, 2006 |
In the Matter of Certain Directors, Officers and Insiders of Nortel |
|
10:00 a.m. |
Networks Corporation and Nortel Networks Limited |
|
s. 127(1) and 127(5) |
||
P. Hayward in attendance for Staff |
||
Panel: TBA |
||
April 10, 2006 |
Richard Ochnik & 1464210 Ontario Inc. |
|
11:00 a.m. |
||
s. 127 |
||
M. Britton in attendance for Staff |
||
Panel: PMM/RWD/DLK |
||
April 11, 2006 |
Fulcrum Financial Group Inc., Secured Life Ventures Inc., Zephyr |
|
10:00 a.m. |
Alternative Power Inc., Troy Van Dyk, William L. Rogers, Leszek Dziadecki, Werner Reindorf and Reindorf Investments Inc. |
|
s. 127 and 127.1 |
||
G. Mackenzie in attendance for Staff |
||
Panel: PMM |
||
April 12, 2006 |
Thomas Hinke |
|
10:00 a.m. |
s. 127 and 127.1 |
|
A. Sonnen in attendance for Staff |
||
Panel: SWJ |
||
April 13, 2006 |
Jose L. Castaneda |
|
10:00 a.m. |
s.127 |
|
T. Hodgson in attendance for Staff |
||
Panel: WSW |
||
April 19, 2006 |
Maitland Capital Ltd., Allen Grossman, Hanouch Ulfan, Leonard |
|
9:30 a.m. |
Waddingham, Ron Garner, Gord Valde, Marianne Hyacinthe, Diana Cassidy, Ron Catone, Steven Lanys, Roger McKenzie, Tom Mezinski, William Rouse and Jason Snow |
|
s.127 & 127.1 |
||
D. Ferris in attendance for Staff |
||
Panel: PMM |
||
April 21, 2006 |
Portus Alternative Asset Managemetn Inc., Portus Asset |
|
10:30 a.m. |
Management Inc., Boaz Manor, Michael Mendelson, Michael Labanowich and John Ogg |
|
Motion Hearing |
||
s. 127 |
||
M. MacKewn & T. Hodgson for Staff |
||
Panel: SWJ/WSW/CSP |
||
May 4, 2006 |
Juniper Fund |
|
10:00 a.m. |
s. 127 and 127.1 |
|
D. Ferris in attendance for Staff |
||
Panel: SWJ |
||
June 9, 2006 |
Olympus United Group Inc. |
|
10:00 a.m. |
s.127 |
|
M. MacKewn in attendance for Staff |
||
Panel: TBA |
||
June 9, 2006 |
Norshield Asset Management (Canada) Ltd. |
|
10:00 a.m. |
||
s.127 |
||
M. MacKewn in attendance for Staff |
||
Panel: TBA |
||
June 26, 2006 |
Universal Settlement International |
|
10:00 a.m. |
Inc. |
|
June 27, 2006 |
s. 127 & 127.1 |
|
2:30 p.m. |
||
Y. Chisholm in attendance for Staff |
||
June 28-30, 2006 |
||
10:00 a.m. |
Panel: TBA |
|
July 31, 2006 |
Firestar Capital Management Corp., Kamposse Financial Corp., Firestar |
|
10:00 a.m. |
Investment Management Group, Michael Ciavarella and Michael Mitton |
|
s. 127 |
||
J. Cotte in attendance for Staff |
||
Panel: TBA |
||
October 16, 2006 to November 10, 2006 |
James Patrick Boyle, Lawrence Melnick and John Michael Malone* |
|
s. 127 and 127.1 |
||
10:00 a.m. |
||
Y. Chisholm in attendance for Staff |
||
Panel: TBA |
||
* Malone settled December 22, 2005 |
||
TBA |
Yama Abdullah Yaqeen |
|
s. 8(2) |
||
J. Superina in attendance for Staff |
||
Panel: TBA |
||
TBA |
Cornwall et al |
|
s. 127 |
||
K. Manarin in attendance for Staff |
||
Panel: TBA |
||
TBA |
Robert Patrick Zuk, Ivan Djordjevic, Matthew Noah Coleman, Dane Alan Walton, Derek Reid and Daniel David Danzig |
|
s. 127 |
||
J. Waechter in attendance for Staff |
||
Panel: TBA |
||
TBA |
John Illidge, Patricia McLean, David Cathcart, Stafford Kelley and Devendranauth Misir |
|
S. 127 & 127.1 |
||
K. Manarin in attendance for Staff |
||
Panel: TBA |
||
TBA |
Hollinger Inc., Conrad M. Black, F. David Radler, John A. Boultbee and Peter Y. Atkinson |
|
s.127 |
||
J. Superina in attendance for Staff |
||
Panel: SWJ/RWD/MTM |
||
TBA |
Philip Services Corp., Allen Fracassi**, Philip Fracassi**, Marvin Boughton**, Graham Hoey**, Colin Soule*, Robert Waxman and John Woodcroft** |
|
s. 127 |
||
K. Manarin & J. Cotte in attendance for Staff |
||
Panel: TBA |
||
* Settled November 25, 2005 |
||
** Settled March 3, 2006 |
||
TBA |
Mega-C Power Corporation, Rene Pardo, Gary Usling, Lewis Taylor Sr., Lewis Taylor Jr., Jared Taylor, Colin Taylor and 1248136 Ontario Limited |
|
S. 127 |
||
T. Hodgson in attendance for Staff |
||
Panel: TBA |
||
ADJOURNED SINE DIE
Global Privacy Management Trust and Robert Cranston
Andrew Keith Lech
S. B. McLaughlin
Livent Inc., Garth H. Drabinsky, Myron I. Gottlieb, Gordon Eckstein, Robert Topol
Andrew Stuart Netherwood Rankin
Nortel Networks Corporation and Nortel Networks Limited - ss. 127(1), 127(5)
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 NORTEL NETWORKS CORPORATION AND
NORTEL NETWORKS LIMITED
(BEING THE PERSONS AND COMPANIES LISTED
IN SCHEDULE "A" HERETO)
NOTICE OF HEARING
(Subsection 127(1) and 127(5))
TAKE NOTICE that the Ontario Securities Commission (the "Commission") will hold a hearing pursuant to section 127 of the Act (a "Hearing") at 20 Queen Street West, 17th Floor Hearing Room, Toronto, Ontario commencing on the 10th day of April, 2006 at 10:00 a.m. or as soon as possible after that time;
TO CONSIDER whether, pursuant to subsection 127(1) of the Act, it is in the public interest for the Commission to make an Order:
1. that all trading in and acquisitions of securities of Nortel Networks Corporation ("NNC") and Nortel Networks Limited ("NNL"), whether direct or indirect, by any of the Respondents cease until two business days following the receipt by the Commission of all filings NNC and NNL are required to make pursuant to Ontario securities laws or for such period as the Commission may determine; and/or
2. such other order as the Commission may deem appropriate;
BY REASON OF the allegations set out in the Statement of Allegations of Staff of the Commission and such additional allegations as the Staff may advise and the Commission may permit;
AND FURTHER TAKE NOTICE that any party to the proceeding may be represented by counsel at the Hearing;
AND FURTHER TAKE NOTICE that if a party fails to attend the Hearing, the Hearing may proceed in the absence of that party and such party will not be entitled to receive any further notice of the proceeding;
AND FURTHER TAKE NOTICE that, pursuant to subsection 127(7) of the Act, the Temporary Order may be extended until the Hearing is concluded or under subsection 127(8) of the Act if satisfactory information is not provided within the fifteen-day period.
DATED at Toronto this 27th day of March, 2006.
Schedule "A"
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 NORTEL NETWORKS CORPORATION AND
NORTEL NETWORKS LIMITED
(BEING THE PERSONS AND COMPANIES LISTED
IN SCHEDULE "A" HERETO)
STATEMENT OF ALLEGATIONS OF STAFF
OF THE ONTARIO SECURITIES COMMISSION
Staff of the Ontario Securities Commission make the following allegations:
1. Each of Nortel Networks Corporation ("NNC") and Nortel Networks Limited ("NNL") is incorporated under the Canada Business Corporations Act and is a reporting issuer in the Province of Ontario.
2. Each of the persons and companies listed in Schedule "A" (individually, a "Respondent" and collectively, the "Respondents") is, or was, at some time since the end of the period covered by the last financial statements filed by NNC and NNL, namely September 30, 2005, a director, officer or other insider of NNC or NNL and during that time had, or may have had, in the ordinary course access to material information with respect to NNC and NNL that has not been generally disclosed.
3. On March 10, 2006, NNC issued and subsequently filed on SEDAR a press release disclosing that each of NNC and NNL will restate their financial results for 2003 and 2004 and for the first nine months of 2005, and will have adjustments for periods prior to 2003 primarily due to revenue incorrectly recognized in prior periods that should have been deferred to future periods. The press release further indicated that the previously filed financial statements of NNC and NNL for such periods, including the corresponding interim financial statements, and the auditors' reports on the respective annual financial statements should not be relied upon.
4. Each of NNC and NNL is in default of the requirements of Ontario securities law for the reason that the previously filed financial statements of NNC and NNL for such periods do not meet the form and content requirements of Ontario securities law. As of the date hereof, NNC and NNL have not filed financial statements for such periods that meet the form and content requirements of Ontario securities law.
5. It would be prejudicial to the public interest to allow the Respondents to trade in the securities of NNC and NNL until such time as all disclosure required by Ontario securities law has been made by NNC and NNL.
6. It is therefore in the public interest that an order be issued that all trading in and all acquisitions of securities of NNC and NNL, whether direct or indirect, by the Respondents shall cease until two full business days following the receipt by the Commission of all filings NNC and NNL are required to make pursuant to Ontario securities law.
March 27, 2006
Schedule "A"
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 NORTEL NETWORKS CORPORATION AND
NORTEL NETWORKS LIMITED
(BEING THE PERSONS AND COMPANIES LISTED
IN SCHEDULE "A" HERETO)
ORDER
(Paragraph 127(1)2 and 2.1)
WHEREAS on March •, 2006, each of the persons and companies listed in Schedule "A" (individually, a "Respondent" and collectively, the "Respondents") was notified that the Director made an order (the "Temporary Order") that day under paragraph 2 of subsection 127(1) and subsection 127(5) of the Act that the Respondents cease trading in any securities of Nortel Networks Corporation ("NNC") and Nortel Networks Limited ("NNL") for a period of 15 days from the date of Temporary Order;
AND WHEREAS the Respondents were notified that a hearing would be held to determine if it would be in the public interest to make an order under paragraph 2 and paragraph 2.1 of subsection 127(1) of the Act that the Respondents cease trading in and acquisitions of any securities of NNC and NNL permanently or for such period as is specified in the order;
AND WHEREAS the hearing was held on the _____ day of _____, 2006;
AND UPON hearing the following evidence:
1. Each of NNC and NNL is incorporated under the Canada Business Corporations Act and is a reporting issuer in the Province of Ontario.
2. Each of the Respondents is, or was, at some time since the end of the period covered by the last financial statements filed by NNC and NNL, namely September 30, 2005, a director, officer or insider of NNC or NNL and during that time had, or may have had, in the ordinary course access to material information with respect to NNC and NNL that has not been generally disclosed.
3. On March 10, 2006, NNC issued and subsequently filed on SEDAR a press release disclosing that each of NNC and NNL will restate their financial results for 2003 and 2004 and for the first nine months of 2005, and will have adjustments for periods prior to 2003 primarily due to revenue incorrectly recognized in prior periods that should have been deferred to future periods. The press release further indicated that the previously filed financial statements of NNC and NNL for such periods, including the corresponding interim financial statements, and the auditors' reports on the respective annual financial statements should not be relied upon.
4. Each of NNC and NNL further failed to file its annual financial statements for the year ended December 31, 2005 as required to be filed under Ontario securities law on or before March 31, 2006.
5. As of the date of this order, NNC and NNL have not restated the financial results for such prior periods, and have not filed their annual financial statements for the year ended December 31, 2005.
AND WHEREAS the Commission is of the opinion that it is in the public interest to make this order;
IT IS ORDERED under paragraph 2 and paragraph 2.1 of subsection 127(1) of the Act that all trading in and acquisitions of securities of NNC and NNL, whether direct or indirect, by any of the Respondents cease until two business days following the receipt by the Commission of all filings NNC and NNL are required to make pursuant to Ontario securities laws.
DATED at Toronto, this _____ day of _____, 2006.
Ontario Securities Commission |
|
_________________________ |
_________________________ |
Schedule "A"
Juniper Fund Management Corporation et al.
FOR IMMEDIATE RELEASE
March 23, 2006
IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990, c. S.5, AS AMENDED
AND
IN THE MATTER OF
THE JUNIPER FUND MANAGEMENT CORPORATION,
JUNIPER INCOME FUND,
JUNIPER EQUITY GROWTH FUND
AND ROY BROWN (a.k.a. ROY BROWN-RODRIGUES)
TORONTO -- The Commission issued an Order pursuant to subsections 127(2) and (7) of the Act today adjourning the Hearing to May 4, 2006 at 10:30 a.m. The Order also provides that the Temporary Order shall be extended until May 4, 2006 and that The Juniper Fund Management Corporation shall provide notice by mail to all unitholders of the Funds of the Temporary Order and the extension of the Temporary Order.
A copy of the Order and Schedule "A" are available at www.osc.gov.on.ca.
For media inquiries: |
Wendy Dey |
Director, Communications |
|
Public Affairs |
|
416-593-8120 |
|
Eric Pelletier |
|
nager, Media Relations |
|
6-595-8913 |
|
For investor inquiries: |
OSC Contact Centre |
416-593-8314 |
|
1-877-785-1555 (Toll Free) |
|
Nortel Networks Corporation and Nortel Networks Limited
FOR IMMEDIATE RELEASE
March 27, 2006
IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990, c. S.5, AS AMENDED
AND
IN THE MATTER OF
CERTAIN DIRECTORS, OFFICERS AND INSIDERS
OF NORTEL NETWORKS CORPORATION
AND NORTEL NETWORKS LIMITED
(BEING THE PERSONS AND COMPANIES LISTED
IN SCHEDULE "A" HERETO)
TORONTO -- The Office of the Secretary issued a Notice of Hearing scheduling a hearing on April 10, 2006 at 10:00 a.m. in the above noted matter.
A copy of the Notice of Hearing, together with Staff's Statement of Allegations, are available at www.osc.gov.on.ca.
For media inquiries: |
Wendy Dey |
Director, Communications |
|
and Public Affairs |
|
416-593-8120 |
|
Eric Pelletier |
|
Manager, Media Relations |
|
416-595-8913 |
|
For investor inquiries: |
OSC Contact Centre |
416-593-8314 |
|
1-877-785-1555 (Toll Free) |
|
Teck Cominco Metals Ltd. - s. 83
Headnote
Mutual Reliance Review System for Exemptive Relief Applications -- issuer deemed to have ceased to be a reporting issuer.
Ontario Statutes
Securities Act, R.S.O. 1990, c. S.5, as am., s. 83.
March 24, 2006
Attention: Peter Rozee
Dear Mr. Rozee:
Re: |
Teck Cominco Metals Ltd. (the "Applicant") -- Application to Cease to be a Reporting Issuer under the securities legislation of Alberta, Saskatchewan, Ontario, Québec, Nova Scotia and Newfoundland and Labrador (collectively, the "Jurisdictions") |
The Applicant has applied to the local securities regulatory authority or regulator (the "Decision Maker") in each of the Jurisdications for a decision under the securities legislation (the "Legislation") of the Jurisdictions to be deemed to have ceased to be a reporting issuer in the Jurisdictions.
As the Applicant has represented to the Decision Makers that:
• the outstanding securities of the Applicant, including debt securities, are beneficially owned, directly or indirectly by less than 15 security holders in each of the jurisdictions in Canada and less than 51 security holders in total in Canada;
• no securities of the Applicant are traded on a marketplace, as defined in National Instrument 21-101 Marketplace Operation;
• the Applicant is applying for relief to cease to be a reporting issuer in all of the jurisdictions in Canada in which it is currently a reporting issuer; and
• the Applicant is not in default of any of its obligations under the Legislation as a reporting issuer,
each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the decision has been met and orders that the Applicant is deemed to have ceased to be a reporting issuer.
Strongco Income Fund - MRRS Decision
Headnote
Mutual Reliance Review System for Exemptive Relief Applications -- Exemption granted from the requirement in item 14.2 of Form 51-102F5 to include in an information circular certain financial statements in respect of a newly-incorporated, wholly-owned subsidiary of an income fund -- The information circular will be sent to the fund's unitholders in connection with a proposed internal reorganization that will replace the fund's operating company with a new operating limited partnership -- Certain steps in the reorganization will result in a share issuance and a significant acquisition and significant disposition for an instant in time and under the Legislation would otherwise require financial statement disclosure -- The rights of unitholders in respect of the income fund, and their relative indirect interests in and to the revenues of the business will not be affected by the reorganization- The circular will provide sufficient information, including sufficient financial information, to enable unitholders to make an informed decision.
Applicable Legislative Provisions
National Instrument 51-102 Continuous Disclosure Obligations, Form 51-102 F5 -- Information Circular, Item 14.2.
March 23, 2006
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,
MANITOBA, ONTARIO, QUEBEC, NEW BRUNSWICK,
NOVA SCOTIA AND NEWFOUNDLAND
AND LABRADOR (the Jurisdictions)
AND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM FOR
EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF
STRONGCO INCOME FUND (the Filer)
MRRS DECISION DOCUMENT
Background
The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) that the Filer be exempt from the requirements of item 14.2 of Form 51-102F5 -- Information Circular of National Instrument 51-102 -- Continuous Disclosure Obligations to include the following financial statements in respect of Newco (as defined below) and Amalco (as defined below) in the Filer's management information circular (the Circular) prepared in connection with the annual and special meeting (the Meeting) of the Filer's unitholders (Unitholders) to consider and approve, among other things, the Reorganization (as defined below):
(a) audited financial statements of Newco, and
(b) audited financial statements in respect of a probable significant acquisition of the Business (as defined below) by Newco and a significant disposition by Amalco
(the Requested Relief).
Under the Mutual Reliance Review System for Exemptive Relief Applications
(a) the Ontario Securities Commission is the principal regulator for this application, and
(b) the MRRS decision document evidences the decision of each Decision Maker.
Interpretation
Defined terms contained in National Instrument 14-101 -- Definitions have the same meaning in this decision unless they are defined in this decision.
Representations
This decision is based on the following facts represented by the Filer:
1. The Filer is an unincorporated open-ended limited purpose trust established under the laws of Ontario pursuant to a declaration of trust dated March 21, 2005, as amended and restated on April 28, 2005. The Filer's head and principal office is located at 1640 Enterprise Road, Mississauga, Ontario L4W 4L4.
2. The Filer is a reporting issuer in each of the Jurisdictions and is not on any list of defaulting reporting issuers maintained under the Legislation in the Jurisdictions.
3. The Filer is authorized to issue an unlimited number of units (Units). As at December 31, 2005, 10,043,185 Units were issued and outstanding. The Units are listed on the Toronto Stock Exchange (the TSX).
4. Strongco Inc. (Strongco) is a corporation amalgamated and subsisting pursuant to the provisions of the Business Corporations Act (Ontario) (the OBCA). Strongco's head and registered office is located at 1640 Enterprise Road, Mississauga, Ontario L4W 4L4. Strongco carries on the business of multi-line equipment distribution in Canada (the Business).
5. Pursuant to a plan of arrangement (the Arrangement) under section 182 of the OBCA effective May 6, 2005, the Filer acquired all of the issued and outstanding securities of Strongco in exchange for Units issued to former public shareholders of Strongco, resulting in the creation of the Filer as a publicly-traded income trust and Strongco becoming a wholly-owned subsidiary of the Filer.
6. It is proposed that the Filer's present organizational structure undergo an internal reorganization (the Reorganization) to replace Strongco with a new operating limited partnership (Strongco LP) to carry on the Business. Strongco LP will be directly owned by the Filer.
7. After giving effect to the Reorganization, the direct and indirect interests of the Filer in the assets of Strongco LP and its general partner and in the Business will be the same as the interests that the Filer held in Strongco and the Business immediately prior to the Reorganization.
8. As part of the Reorganization:
(a) substantially all of the operating assets of Strongco will be transferred to Strongco LP for consideration that includes limited partnership units of Strongco LP;
(b) the Filer will incorporate a wholly-owned subsidiary corporation (Newco) in connection with, and for the purpose of effecting, the Reorganization and will subscribe for a number of redeemable Class A shares (the Class A Shares) of Newco equal to the number of Units then outstanding;
(c) the Filer will distribute to Unitholders the Class A Shares on a pro rata basis, as a return of capital on the date of the Reorganization;
(d) the Filer and Newco will enter into an agreement of purchase and sale under which the Filer will transfer to Newco the securities of Strongco then outstanding for a purchase price equal to their fair market value. Newco will satisfy the purchase price by issuing to the Filer a number of class B shares (the Class B Shares) of Newco with an aggregate fair market value equal to the fair market value of the assets so acquired;
(e) Newco will amalgamate with Strongco to form an amalgamated corporation (Amalco);
(f) Amalco and the Filer will enter into an agreement of purchase and sale under which Amalco will transfer all of its assets to the Filer for a purchase price equal to their fair market value. The Filer will satisfy the purchase price by issuing to Amalco a number of Units with an aggregate fair market value equal to the fair market value of the assets so acquired;
(g) the outstanding Class A Shares and Class B Shares will be redeemed by Amalco in exchange for Units on a pro rata basis. After such redemption of Class A Shares and Class B Shares by Amalco, Amalco will have ceased to own any Units of the Filer. Because the Filer cannot, at law, hold an interest in itself, the Units distributed to the Filer by Amalco on the redemption of the Class B Shares will be cancelled upon receipt. The Filer will subsequently take steps to dissolve Amalco;
(h) the outstanding Units (including additional Units distributed to Unitholders upon the redemption of the Class A Shares in the preceding step) will be automatically consolidated on the same date as the Reorganization.
9. Neither the number of issued and outstanding Units nor the relative holdings of Units by any Unitholder will be altered as a result of the completion of the Reorganization.
10. The Class A Shares and additional Units distributed to Unitholders will be outstanding for an instant in time on the date of the Reorganization prior to their automatic redemption and consolidation, respectively. The Class A Shares will be listed on the TSX for the period of time that they are outstanding.
11. The Reorganization is being undertaken as the Fund has determined that the proposed trust on partnership structure would better accommodate the Fund's future expansion objectives and would be well perceived by the capital markets making the Units more attractive as consideration in any merger or acquisition transaction. The rights of Unitholders in respect of the Filer, and their relative indirect interests in and to the revenues of the Business will not be affected by the Reorganization.
12. The Reorganization is to be effected in such a manner as to ensure that Unitholders, the Filer and the Filer's subsidiaries will be able to make use of the available rollovers under applicable tax legislation.
13. The Reorganization requires the approval of the Unitholders at the Meeting and in that regard, the Filer will prepare and send the Circular to its Unitholders.
14. Item 14.2 of Form 51-102F5 requires that the Circular include information sufficient to enable a reasonable securityholder to form a reasoned judgment concerning the nature and effect of the Reorganization, including the disclosure (including financial statement disclosure) for the Fund and Newco and Amalco prescribed by the form of prospectus that each entity would be eligible to use for a distribution of securities in the jurisdiction.
15. As Newco proposes to issue Class A Shares in connection with the Reorganization, the Legislation requires that the Circular contain annual financial statements of Newco.
16. As Newco's proposed acquisition of the securities of Strongco on the Reorganization date constitutes a significant probable acquisition (as defined in the Legislation) of the Business and Amalco's proposed transfer of all of its assets to the Filer on the Reorganization date constitutes a significant disposition (as defined in the Legislation), the Legislation requires that the Circular include audited financial statements in respect of such significant probable acquisition by Newco and significant disposition by Amalco.
17. The Circular will include, or incorporate by reference, the audited consolidated annual financial statements of the Filer for the financial year ended December 31, 2005 and the unaudited pro forma consolidated financial statements of the Filer for the financial year ended December 31, 2004 (collectively, the Fund Financial Statements) and the audited annual financial statements of Strongco for the financial years ended December 31, 2002, 2003 and 2004 (collectively, the Strongco Financial Statements). The Circular will not include, or incorporate by reference, any other financial statement disclosure in respect of the Filer, Strongco, Newco and Amalco.
Decision
Each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the decision has been met.
The decision of the Decision Makers under the Legislation is that the Requested Relief is granted provided that:
(a) the Filer complies with all other requirements of the Legislation applicable to the Circular; and
(b) the Fund Financial Statements and Strongco Financial Statements are incorporated by reference into the Circular.
Sentry Select Capital Corp. - MRRS Decision
Headnote
Mutual Reliance Review System for Exemptive Relief Applications --
NI 81-106 Investment Fund Continuous Disclosure, s. 17.1 - exemption from the requirement in items 3.1, 4.1 and 4.3 of Part B of Form 81-106F1 to permit the Fund to present information in the Management Report of Fund Performance in a manner applicable to money market funds - Although the Fund does not meet the definition of a "money market fund", it invests substantially all of its assets in an underlying money market fund -- The investment objectives and attributes of the Fund make it similar to that of a "money market fund" and this should be reflected in the disclosure provided in the MRFP.
Applicable Legislative Provisions
National Instrument 81-106 Investment Fund Continuous Disclosure, s. 17.1, items 3.1, 4.1 and 4.3 of Part B of Form 81-106F1.
March 24, 2006
IN THE MATTER OF
THE SECURITIES LEGISLATION
OF BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,
MANITOBA, ONTARIO, QUEBEC, NEW BRUNSWICK,
NOVA SCOTIA, PRINCE EDWARD ISLAND,
NEWFOUNDLAND AND LABRADOR, YUKON TERRITORY,
NORTHWEST TERRITORIES AND NUNAVUT TERRITORY
(the "Jurisdictions")
AND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF
THE FUNDS LISTED IN APPENDIX "A" (the "Existing Funds")
AND
IN THE MATTER OF
SENTRY SELECT CAPITAL CORP. (the "Manager or the"Filer")
MRRS DECISION DOCUMENT
Background
The local securities regulatory authority or regulator (the "Decision Maker") in each of the Jurisdictions has received an application from the Filer, on behalf of the Existing Funds and each mutual fund for which the Filer hereafter becomes the manager (the "Future Funds" and, together with the Existing Funds, the "Funds"), for a decision under the securities legislation of the Jurisdictions (the "Legislation") exempting the Funds from the following requirements of the Legislation, subject to certain terms and conditions:
(a) the requirement contained in subsection 2.6(a) of National Instrument 8l-102 Mutual Funds ("NI 81-102") prohibiting a mutual fund from providing a security interest over a mutual fund's assets;
(b) the requirement contained in subsection 2.6(c) of NI 81-102 prohibiting a mutual fund from selling securities short; and
(c) the requirement contained in subsection 6.1(1) of NI 8 1-102 prohibiting a mutual fund from depositing any part of a mutual fund's assets with an entity other than the mutual fund's custodian.
(paragraphs (a), (b) and (c) together shall be referred to as the "Requested Relief").
Under the Mutual Reliance Review System for Exemptive Relief Applications:
(a) the Ontario Securities Commission is the principal regulator for this application; and
(b) this MRRS decision document evidences the decision of each Decision Maker.
Interpretation
Defined terms contained in National Instrument 14-101 Definitions have the same meaning in this decision unless they are defined in this decision.
Representations
This decision is based on the following facts represented by the Filer:
1. Each Fund is, or will be, a reporting issuer in all of the provinces and territories of Canada and will distribute securities under a simplified prospectus and annual information form qualified for sale under National Instrument 81-101 and NI 81-102.
2. Except for specific exemptions or approvals granted by the relevant Decision Makers, the investment practices of each Fund will comply in all respects with the requirements of Part 2 of NI 81-102.
3. Each short sale made by a Fund will be subject to compliance with the investment objective of such Fund.
4. In order to effect a short sale, a Fund will borrow securities from either its custodian or a dealer (in either case, the Borrowing Agent), which Borrowing Agent may be acting either as principal for its own account or as agent for other lenders of securities.
5. Each Fund will implement the following controls when conducting a short sale:
(a) securities will be sold short for cash, with the Fund assuming the obligation to return to the Borrowing Agent the securities borrowed to effect the short sale;
(b) the short sale will be effected through market facilities through which the securities sold short are normally bought and sold;
(c) the Fund will receive cash for the securities sold short within normal trading settlement periods for the market in which the short sale is effected;
(d) the securities sold short will be liquid securities that:
(i) are listed and posted for trading on a stock exchange, and
A. the issuer of the security has a market capitalization of not less than CDN$300 million, or the equivalent thereof, of such security at the time the short sale is effected; or
B. the investment advisor has pre-arranged to borrow for the purposes of such short sale,
or
(ii) are bonds, debentures or other evidences of indebtedness of or guaranteed by the Government of Canada or any province or territory of Canada or the Government of the United States of America:
(e) at the time securities of a particular issuer are sold short:
(i) the aggregate market value of all securities of that issuer sold short by the Fund will not exceed 5% of the net assets of the Fund; and
(ii) the Fund will place a stop loss order with a dealer to immediately purchase for the Fund an equal number of the same securities if the trading price of the securities exceeds 115% (or such lesser percentage as the Manager may determine) of the price at which the securities were sold short;
(f) the Fund will deposit Fund assets with the Borrowing Agent as security in connection with the short sale transaction;
(g) the Fund will keep proper books and records of all short sales and Fund assets deposited with Borrowing Agents as security;
(h) the Fund will develop written policies and procedures for the conduct of short sales prior to conducting any short sales; and
(i) the Fund will provide disclosure in its prospectus of the short selling strategies and the details of this exemptive relief prior to implementing the short selling strategy.
Decision
Each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the decision has been met. The decision of the Decision Makers under the Legislation is that the Requested Relief is granted to each Fund provided that:
1. the aggregate market value of all securities sold short by the Fund does not exceed 20% of the net assets of the Fund on a daily marked-to-market basis;
2. the Fund holds cash cover (as defined in NI 81-102) in an amount, including the Fund assets deposited with Borrowing Agents as security in connection with short sale transactions, that is at least 150% of the aggregate market value of all securities sold short by the Fund on a daily marked-to-market basis;
3. no proceeds from short sales by the Fund are used by the Fund to purchase long positions in securities other than cash cover;
4. the Fund maintains appropriate internal controls regarding its short sales including written policies and procedures, risk management controls and proper books and records;
5. any short sale made by a Fund is subject to compliance with the investment objectives of the Fund;
6. the Requested Relief will not apply to a Future Fund that is classified as a money market fund or a short-term income fund;
7. for short sale transactions in Canada, every dealer that holds Fund assets as security in connection with short sale transactions by the Fund shall be a registered dealer in Canada and a member of a self-regulatory organization that is a participating member of the Canadian Investor Protection Fund;
8. for short sale transactions outside of Canada, every dealer that holds Fund assets as security in connection with short sale transactions by the Fund shall:
(a) be a member of a stock exchange and, as a result, be subject to a regulatory audit; and
(b) have a net worth in excess of the equivalent of CDN$50 million determined from its most recent audited financial statements that have been made public;
9. except where the Borrowing Agent is the Fund's custodian, when the Fund deposits Fund assets with a Borrowing Agent as security in connection with a short sale transaction, the amount of Fund assets deposited with the Borrowing Agent does not, when aggregated with the amount of Fund assets already held by the Borrowing Agent as security for outstanding short sale transactions of the Fund, exceed 10% of the net assets of the Fund, taken at market value as at the time of the deposit;
10. the security interest provided by the Fund over any of its assets that is required to enable the Fund to effect short sale transactions is made in accordance with industry practice for that type of transaction and relates only to obligations arising under such short sale transactions;
11. prior to conducting any short sales, the Fund discloses in its simplified prospectus (or an amendment thereto) a description of (a) short selling, (b) how the Fund intends to engage in short selling, (c) the risks associated with short selling, and (d) in the investment strategy section of the simplified prospectus, the Fund's strategy and this exemptive relief;
12. prior to conducting any short sales, the Fund discloses in its annual information form (or an amendment thereto) the following information:
(a) that there are written policies and procedures in place that set out the objectives and goals for short selling and the risk management procedures applicable to short selling;
(b) who is responsible for setting and reviewing the policies and procedures referred to in the preceding paragraph, how often the policies and procedures are reviewed, and the extent and nature of the involvement of the board of directors of the Manager in the risk management process;
(c) the trading limits and other controls on short selling in place and who is responsible for authorizing the trading and placing limits or other controls on the trading;
(d) whether there are individuals or groups that monitor the risks independent of those who trade; and
(e) whether risk measurement procedures or simulations are used to test the portfolio under stress conditions;
13. prior to conducting any short sales, each Existing Fund has provided to its existing securityholders that purchased securities of the Existing Fund prior to the simplified prospectus and annual information form of the Fund including the information outlined in paragraphs 11 and 12 above, not less than 60 days' written notice that discloses the Fund's intent to begin short selling transactions and the disclosure required in the Fund's simplified prospectus and annual information form as outlined in paragraphs 11 and 12 above;
14. this relief shall terminate upon the coming into force of any legislation or rule of the Decision Makers dealing with matters referred to in subsections 2.6(a), 2.6(c) and 6.1(1) of NI 81-102.
Appendix "A"
Existing Funds
Sentry Select Balanced Fund |
Sentry Select Canadian Energy Growth Fund |
Sentry Select Canadian Income Fund |
Sentry Select Diversified Total Return Fund |
Sentry Select REIT Fund |
Sentry Select Precious Metals Growth Fund |
Sentry Select Canadian Resource Class |
Sentry Select Small Cap Income Fund |
(of Sentry Select Corporate Class Ltd.) |
|
Sentry Select Dividend Fund |
|
Provident Energy Trust - MRRS Decision
Headnote
Mutual Reliance Review System for Exemptive Relief Applications -- Relief granted from the requirement to include certain financial statements in a business acquisition report -- Issuer filed a prospectus that included the financial information for the acquisition as a probable significant acquisition -- Financial information in the prospectus was for a period that ended not more than one interim period before the financial information that would be required under Part 8 of NI 51-102 -- Issuer will include the financial information that was in the prospectus in the business acquisition report -- The acquired business does not constitute a material departure from the business or operations of the Issuer immediately before the acquisition -- Issuer will not account for the acquired business as continuity of interests.
National Instruments Cited
National Instrument 51-102, ss. 8.4, 13.1.
Citation: Provident Energy Trust, 2006 ABASC 1121
February 24, 2006
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ALBERTA AND ONTARIO (THE JURISDICTIONS)
AND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF
PROVIDENT ENERGY TRUST (THE FILER)
MRRS DECISION DOCUMENT
Background
1. The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) exempting the Filer from the requirement under Section 8 of NI 51-102 to include the following financial statements in the business acquisition report (the BAR):
1.1 the unaudited schedule of select assets and the unaudited schedule of revenue and operating expenses of the EnCana Natural Gas Liquids Processing Operations as at and for the nine months ended September 30, 2005 and September 30, 2004;
1.2 the unaudited balance sheets of Kinetic Resources USA and Kinetic Resources (LPG) as at October 31, 2005 and the unaudited statements of partners' capital, income and cash flows for the nine months ended October 31, 2005 and October 31, 2004; and
1.3 the unaudited pro forma consolidated balance sheet of the Trust as at September 30, 2005 and the unaudited pro forma consolidated statements of operations for the nine months ended September 30, 2005 and for the year ended December 31, 2004
(collectively the Requested Relief).
2. Under Multilateral Instrument 11-101 Principal Regulator System (MI 11-101) and the Mutual Reliance Review System for Exemptive Relief Applications:
2.1 the Alberta Securities Commission is the principal regulator for the Filer;
2.2 the Filer is relying on the exemption in Part 3 of MI 11-101 in all of the Provinces in Canada except Ontario; and
2.3 this MRRS decision document evidences the decision of each Decision Maker.
Interpretation
3. Defined terms contained in National Instrument 14-101 Definitions have the same meaning in this decision unless they are defined in this decision.
Representations
4. This decision is based on the following facts represented by the Filer:
4.1 The Filer is an open-end unincorporated investment trust governed by the laws of Alberta and is headquartered in Calgary, Alberta.
4.2 The Filer's business is the acquisition of interests in crude oil and natural gas rights and the exploration, development, production, marketing and sale of crude oil and natural gas. The Filer also owns and manages a midstream services business.
4.3 The Trust Units are listed and posted for trading on the TSX and the New York Stock Exchange. The Trust Units are registered under Section 12 of the United States Securities Exchange Act of 1934.
4.4 The Filer is a reporting issuer, where such status exists, in all of the provinces of Canada.
4.5 To its knowledge, the Filer is not in default of any of the requirements of the applicable securities legislation in any of the provinces in which it is a reporting issuer.
4.6 Provident Energy Ltd. (Provident) is a corporation the common shares of which are wholly-owned by the Trust. Provident was incorporated under the Business Corporations Act (Alberta) on January 19, 2001.
4.7 Provident is a reporting issuer in British Columbia, Alberta, Saskatchewan, Ontario and Quebec. Pursuant to a Mutual Reliance Review System decision document dated January 5, 2005 (the MRRS Decision Document), Provident is relieved from the continuous disclosure obligations of National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) and certain other disclosure requirements subject to certain conditions.
4.8 To its knowledge, Provident continues to satisfy the conditions set out in the MRRS Decision Document.
4.9 On October 27, 2005, the Filer and Provident entered into a purchase and sale agreement with EnCana Corporation (EnCana), 1140102 Alberta Ltd., EnCana Midstream Inc., WD Energy Services Inc. and EnCana Kerrobert Pipelines Limited (collectively, the Vendors) pursuant to which Provident agreed to acquire (the Acquisition) certain assets, shares and partnership interests which comprise the Vendors' natural gas liquids business (the NGL Business) for an aggregate purchase price of $697 million, plus working capital and other adjustments. The assets of the NGL Business included interests in certain NGL extraction plants, pipelines, storage and fractionation facilities, distribution facilities, contracts and the Vendors' interest in the NGL marketing business operated by Kinetic Resources U.S.A., a partnership formed under the laws of the State of Michigan and Kinetic Resources (LPG), a partnership formed under the laws of Alberta. The Acquisition was completed on December 13, 2005.
4.10 The Acquisition was partially financed by the Filer's public offering of 21,830,000 subscription receipts and $150 million of 6.5% extendible convertible unsecured subordinated debentures (the Offering) made pursuant to a (final) short form prospectus dated November 7, 2005 (the Prospectus).
4.11 The NGL Business acquired by Provident did not constitute a material departure from the business or operations of the Filer immediately before the Acquisition.
4.12 National Instrument 44-101 Short Form Prospectus Distributions (NI 44-101) and the Companion Policy to NI 44-101 (as in effect as of the date of the Prospectus) set forth the financial statements that are required to be included in a short form prospectus if an issuer is proposing to make a significant probable acquisition.
4.13 Using the significance tests set forth in Section 1.2 of NI 44-101, the Acquisition was determined to be significant above the 40% level.
4.14 In compliance with the requirements of Section 4.4 of NI 44-101 and Section 5.16(6) of the Companion Policy to NI 44-101, the Prospectus contained the following financial statements relating to the Acquisition:
4.14.1 the audited schedule of select assets and the audited schedule of revenue and operating expenses of the EnCana Natural Gas Liquids Processing Operations as at and for the years ended December 31, 2004 and 2003;
4.14.2 the audited balance sheets of Kinetic Resources USA and Kinetic Resources (LPG) as at January 31, 2005 and January 31, 2004 and the audited statements of partners' capital, income and cash flows for the years ended January 31, 2005 and January 31, 2004;
(collectively referred to as the Prospectus Annual Financial Statements)
4.14.3 the unaudited schedule of select assets and the unaudited schedule of revenue and operating expenses of the EnCana Natural Gas Liquids Processing Operations as at and for the six months ended June 30, 2005 and June 30, 2004;
4.14.4 the audited balance sheets of Kinetic Resources USA and Kinetic Resources (LPG) as at July 31, 2005 and the audited statements of partners' capital, income and cash flows for the six months ended July 31, 2005 and July 31, 2004;
(collectively referred to as the Prospectus Interim Financial Statements)
4.14.5 the unaudited pro forma consolidated balance sheet of the Filer as at June 30, 2005 and the unaudited pro forma consolidated statements of operations for the six months ended June 30, 2005 and for the year ended December 31, 2004
(collectively referred to as the Prospectus Pro Forma Financial Statements).
(the Prospectus Pro Forma Financial Statements, Prospectus Interim Financial Statements and the Prospectus Annual Financial Statements being collectively referred to herein as the Prospectus Financial Statements).
4.15 All material facts in respect of the NGL Business and the Acquisition at the time the Prospectus was filed, including the Prospectus Financial Statements, were provided in the Prospectus. To the knowledge of the Filer and Provident since the time the Prospectus was filed on November 7, 2005, there has not been any change in the business or affairs of the NGL Business that is material and adverse to the Filer or Provident, taken as a whole.
4.16 Pursuant to the requirements of Part 8 of NI 51-102 the Filer is required to file a BAR relating to the Acquisition within 75 days after the date of the Acquisition.
4.17 Using the significance tests set forth in Section 8.3 of NI 51-102, the Acquisition was determined to be significant above the 40% level.
4.18 To comply with the requirements of Section 8.4 of NI 51-102 and Section 8.6 of the Companion Policy to NI 51-102, the Filer would be required to include the following financial statements in the BAR:
4.18.1 the audited schedule of select assets and the audited schedule of revenue and operating expenses of the EnCana Natural Gas Liquids Processing Operations as at and for the years ended December 31, 2004 and 2003;
4.18.2 the audited balance sheets of Kinetic Resources USA and Kinetic Resources (LPG) as at January 31, 2005 and January 31, 2004 and the audited statements of partners' capital, income and cash flows for the years ended January 31, 2005 and January 31, 2004;
(collectively referred to as the BAR Annual Financial Statements)
4.18.3 the unaudited schedule of select assets and the unaudited schedule of revenue and operating expenses of the EnCana Natural Gas Liquids Processing Operations as at and for the nine months ended September 30, 2005 and September 30, 2004;
4.18.4 the unaudited balance sheets of Kinetic Resources USA and Kinetic Resources (LPG) as at October 31, 2005 and the unaudited statements of partners' capital, income and cash flows for the nine months ended October 31, 2005 and October 31, 2004;
(collectively referred to as the BAR Interim Financial Statements)
4.18.5 the unaudited pro forma consolidated balance sheet of the Trust as at September 30, 2005 and the unaudited pro forma consolidated statements of operations for the nine months ended September 30, 2005 and for the year ended December 31, 2004
(collectively referred to as the BAR Pro Forma Financial Statements).
4.19 The Prospectus Annual Financial Statements and the BAR Annual Financial Statements are identical.
4.20 The Prospectus Interim Financial Statements and the Prospectus Pro Forma Financial Statements are for the interim financial period immediately prior to the interim financial period for which the BAR Interim Financial Statements and the BAR Pro Forma Financial Statements are required.
Decision
5. The Decision Makers being satisfied that they have the jurisdiction to make this decision and that the relevant test under the Legislation has been met.
6. The decision of the Decision Makers under the Legislation is that the Requested Relief is granted, provided that:
6.1 the Filer includes or incorporates by reference the Prospectus Financial Statements in the BAR;
6.2 The NGL Business acquired by Provident did not constitute a material departure from the business or operations of the Filer immediately before the Acquisition; and
6.3 the Filer will not account for the Acquisition as continuity of interests.
NeuroMed Technologies Inc. and NeuroMed Pharmaceuticals Inc. - MRRS Decision
Headnote
Mutual Reliance Review System for Exemptive Relief Applications -- Subsection 74(1) of the Securities Act -- registration and prospectus relief granted regarding trades in shares of non-reporting issuers in connection with an exchangeable share structure -- first trade relief granted in respect of trades in shares of U.S. non-reporting issuer subject to certain conditions.
Applicable Ontario Statutory Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., ss. 25, 53, 74(1).
Applicable National Instrument
National Instrument 45-102 Resale of Securities.
February 24, 2006
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
BRITISH COLUMBIA, ALBERTA, MANITOBA
AND ONTARIO
(THE JURISDICTIONS)
AND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF
NEUROMED TECHNOLOGIES INC.
(NEUROMED CANADA)
AND NEUROMED PHARMACEUTICALS INC.
(NEUROMED US)
(COLLECTIVELY, THE FILERS)
MRRS DECISION DOCUMENT
Background
1. The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application from the Filers for a decision under the securities legislation of the Jurisdictions (the Legislation) for an exemption from the dealer registration requirement and the prospectus requirements of the Legislation relating to trades of certain exchangeable shares and the granting of certain related options (the Requested Relief).
Under the Mutual Reliance Review System for Exemptive Relief Applications
(a) the British Columbia Securities Commission is the principal regulator for this application, and
(b) this MRRS decision document evidences the decision of each Decision Maker.
Interpretation
2. Defined terms contained in National Instrument 14-101 Definitions have the same meanings in this decision unless they are defined in this decision.
Representations
3. This decision is based on the following facts represented by the Filer:
1. NeuroMed US is incorporated under the laws of Delaware and is not a reporting issuer (or equivalent) in any jurisdiction in Canada;
2. the shares of NeuroMed US are not publicly traded;
3. the authorized and outstanding capital of NeuroMed US consists of common stock and preferred stock divided into thirteen series, including
(a) series A-1, A-2, B-1, B-2, C-1 and C-2 preferred stock (the Series Preferred Stock), and
(b) series A-1, A-2, B-1, B-2, C-1, C-2 and common special voting stock;
4. NeuroMed Canada is incorporated under the Yukon Business Corporations Act, and is not a reporting issuer (or equivalent) in any jurisdiction in Canada;
5. the shares of NeuroMed Canada are not publicly traded;
6. NeuroMed Canada's authorized and outstanding capital consists of
(a) new common shares,
(b) common exchangeable shares,
(c) class A/B exchangeable preferred shares issuable in series (A-1, A-2, B-1, B-2),
(d) class C exchangeable preferred shares issuable in series (C-1, C-2) (with the common exchangeable shares and class A/B exchangeable preferred shares, the Exchangeable Shares)
(e) special voting shares, and
(f) non-voting preferred shares;
7. the Exchangeable Shares are exchangeable into corresponding shares of stock of NeuroMed US in certain circumstances;
8. NeuroMed Canada and NeuroMed US are mirrored corporations such that their securityholders have equivalent voting rights in both corporations;
9. NeuroMed Canada and NeuroMed US are now proposing to conduct a series D financing;
10. before completing the series D financing,
(a) NeuroMed Canada will amend its constating documents to modify the existing share rights and to create an unlimited number of class D preferred exchangeable shares (D Exchangeable Shares), and
(b) NeuroMed US will amend its constating documents to modify the existing share rights and to create
(i) series D preferred stock, and
(ii) series D special voting stock;
11. investors in the series D financing will have the choice of purchasing
(a) units consisting of one D Exchangeable Share and one special voting share from NeuroMed Canada and one share of series D special voting stock from NeuroMed US; or
(b) units consisting of one share of series D preferred stock from NeuroMed US and one special voting share from NeuroMed Canada;
12. all of the series D investors will be accredited investors;
13. the rights of the holders of the D Exchangeable Shares will parallel the rights of the holders of the existing Exchangeable Shares;
14. the holders of D Exchangeable Shares will have voting and economic rights which will be, as nearly as practicable, equivalent to the holders of the series D preferred stock;
15. NeuroMed US or a subsidiary (other than NeuroMed Canada), will have overriding call rights to purchase D Exchangeable Shares from the holders in exchange for series D preferred stock of NeuroMed US
(a) on liquidation, dissolution or winding-up of NeuroMed Canada,
(b) on exercise of a retraction right by a holder of D Exchangeable Shares, or
(c) on exercise of a redemption right by NeuroMed Canada to redeem all the D Exchangeable Shares;
16. subject to the overriding call rights of NeuroMed US or its subsidiary, a holder of D Exchangeable Shares will be entitled to receive shares of series D preferred stock of NeuroMed US from NeuroMed Canada
(a) on liquidation, dissolution or winding-up of NeuroMed Canada, or
(b) on exercise of the retraction right by the holder;
17. subject to the overriding call rights of NeuroMed US or its subsidiary, NeuroMed Canada will be entitled to redeem all of the D Exchangeable Shares then outstanding at any time on the occurrence of particular events so that holders of D Exchangeable Shares will receive series D preferred stock of NeuroMed US from NeuroMed Canada;
18. NeuroMed Canada, NeuroMed US and the shareholders of the companies will amend the existing exchange agreement among them to cover the D Exchangeable Shares as well as the existing Exchangeable Shares to provide that
(a) each holder of D Exchangeable Shares will have an exchange right, exercisable on the insolvency of NeuroMed Canada or the failure of NeuroMed Canada to deliver the securities and pay the amounts payable on retraction of the D Exchangeable Shares, to require NeuroMed US to purchase all or part of the holder's D Exchangeable Shares in exchange for series D preferred stock of NeuroMed US (the Optional Exchange Right), and
(b) on the liquidation, dissolution or winding-up of NeuroMed US, NeuroMed US will be required to purchase all outstanding D Exchangeable Shares and each holder of D Exchangeable Shares will be required to sell their shares to NeuroMed US in exchange for Series D preferred stock of NeuroMed US (the Automatic Exchange Right);
19. NeuroMed Canada and NeuroMed US will amend the existing support agreement between them to cover the D Exchangeable Shares as well as the existing Exchangeable Shares, to provide that, among other things,
(a) NeuroMed US will not declare dividends on series D preferred stock unless NeuroMed Canada simultaneously declares equivalent dividends on the D Exchangeable Shares,
(b) NeuroMed US will ensure that NeuroMed Canada is able to fulfill its obligations in respect of redemption and retraction rights and dissolution entitlements, and
(c) except in certain circumstances, NeuroMed US will not undertake certain rights offerings or share capital alterations unless the same or an economically equivalent offering or alteration is undertaken by NeuroMed Canada, and vice versa;
20. there are no exemptions from the dealer registration requirement and prospectus requirements of the Legislation for possible trades in securities relating to the D Exchangeable Shares and securities received under the following exchange rights:
(a) trades of shares of series D preferred stock of NeuroMed US on
(i) the liquidation, dissolution or winding-up of NeuroMed Canada,
(ii) the exercise of the overriding call rights by NeuroMed US or its subsidiary,
(iii) a holder's retraction of D Exchangeable Shares,
(iv) the redemption of D Exchangeable Shares by NeuroMed Canada, and
(v) the exercise of the Optional Exchange Right or the occurrence of the Automatic Exchange Right,
(b) the transfer of D Exchangeable Shares by the holder to NeuroMed US (or a subsidiary of NeuroMed US) on exercise of the overriding call rights by NeuroMed US or its subsidiary, and
(c) the transfer of D Exchangeable Shares by the holder to NeuroMed US on exercise of the Optional Exchange Right or the occurrence of the Automatic Exchange Right;
21. the Exchange Agreement, as amended will also provide for the following options:
(a) options granted by each holder of series D special voting stock to NeuroMed US to purchase series D special voting stock from the holder for nominal consideration,
(b) options granted by each holder of special voting shares to NeuroMed Canada to purchase special voting shares from the holder for nominal consideration, and
(c) options granted by NeuroMed Canada to each holder of special voting shares to purchase special voting shares for nominal consideration,
in each case to align the number of shares of series D special voting stock of NeuroMed US or special voting shares of NeuroMed Canada held with the number of shares of common stock of NeuroMed US that the holder would hold if all of the D Exchangeable Shares of NeuroMed Canada and series D preferred stock of NeuroMed US held by the holder were exchanged or converted into common stock of NeuroMed US;
22. as a result of the exchangeable share structure, discretionary relief is necessary for the granting of the options described in representation 21(c).
Decision
4. Each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the decision has been met.
The decision of the Decision Makers under the Legislation is that the Requested Relief is granted in respect of the trades described in representations 20 and 21(c) provided that the first trade of a security acquired under this decision is a distribution or a primary distribution to the public unless the first trade complies with section 2.5 of National Instrument 45-102 (NI 45-102), subject to section 2.7 of NI 45-102, if applicable.
Afcan Mining Corporation - MRRS Decision
Headnote
Mutual Reliance Review System for Exemptive Relief Applications -- issuer deemed to have ceased to be a reporting issuer.
Ontario Statutes
Securities Act, R.S.O. 1990, c. S.5, as am., s. 83.
March 3, 2006
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ALBERTA, ONTARIO AND QUÉBEC
(THE "JURISDICTIONS")
AND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF
AFCAN MINING CORPORATION (THE "FILER")
MRRS DECISION DOCUMENT
Background
The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) revoking the reporting issuer status of the Filer under the Legislation.
Under the Mutual Reliance Review System for Exemptive Relief Applications:
(a) the Autorité des marchés financiers is the principal regulator for this application, and
(b) this MRRS decision document evidences the decision of each Decision Maker.
Interpretation
Defined terms contained in National Instrument 14-101 Definitions have the same meaning in this decision unless they are defined in this decision.
Representations
This decision is based upon the following facts represented by Filer:
A. Filer is incorporated under the laws of Quebec;
B. Filer is, and has been for the last 12 months, a reporting issuer under the securities legislation of Alberta, Ontario and Québec, and is in default of its obligation under National Instrument 51-102 Continuous Disclosure Obligations and to file its interim financial statements for the interim period ended September 30 2005, as required by the Legislation;
C. The authorized share capital of Filer consists of an unlimited number of common shares without par value, of which all of the issued and outstanding common shares are held by Eldorado Gold Corporation ("Eldorado");
D. Pursuant to a compromise between Eldorado and Filer that became effective on September 13, 2005 and Eldorado now owns, directly or indirectly, all of the issued and outstanding Common Shares of Filer;
E. The outstanding securities of Filer are beneficially owned directly or indirectly, by one security holder, being Eldorado;
F. Effective September 19, 2005, the Common Shares of Filer were delisted from the Toronto Stock Exchange, and no securities of Filer are traded on a marketplace as defined in Regulation entitled National Instrument 21-101, Marketplace Operation;
G. Effective October 10, 2005, and pursuant to BCI 11-502, Filer is no longer a reporting issuer in the Province of British Columbia;
H. Filer does not intend to seek public financing by way of offering its securities.
Decision
Each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the Decision has been met.
The decision of the Decision Makers under the Legislation is revoking the reporting issuer status of the Filer.
Guinor Gold Corporation - s. 83
Headnote
Mutual Reliance Review System for Exemptive Relief Applications -- issuer deemed to have ceased to be a reporting issuer.
Ontario Statutes
Securities Act, R.S.O. 1990, c. S.5, as am., s. 83.
March 28, 2006
Dear Mr. Belsher,
Re: |
Guinor Gold Corporation (the "Applicant") -- Application to Cease to be a Reporting Issuer under the securities legislation of Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Newfoundland and Labrador (the "Jurisdictions") |
The Applicant has applied to the local securities regulatory authority or regulator (the "Decision Maker") in each of the Jurisdictions for a decision under the securities legislation (the "Legislation") of the Jurisdictions to be deemed to have ceased to be a reporting issuer in the Jurisdictions.
As the Applicant has represented to the Decision Makers that:
• the outstanding securities of the Applicant, including debt securities, are beneficially owned, directly or indirectly, by less than 15 security holders in each of the jurisdictions in Canada and less than 51 security holders in total of Canada;
• no securities of the Applicant are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation;
• the Applicant is applying for relief to cease to be a reporting issuer in all of the jurisdictions in Canada in which it is currently a reporting issuer; and
• the Applicant is not in default of any of its obligations under the Legislation as a reporting issuer,
each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the decision has been met and orders that the Applicant is deemed to have ceased to be a reporting issuer.
Yellow Pages Income Fund and YPG Holdings Inc. - MRRS Decision
Headnote
Mutual Reliance Review System for Exemptive Relief Applications -- reporting issuer an indirect subsidiary of a publicly held income fund -- reporting issuer principle borrowing entity for fund -- reporting issuer exempt from requirements contained in National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) provided that, among other things, the business of the reporting issuer remains the same as the business of the fund and that the fund does not hold a material interest in a business other than the reporting issuer and its subsidiaries -- insiders of reporting issuer exempt from insider reporting requirements, subject to conditions -- issuer exempt from requirements to file annual certificates and interim certificates under Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (MI 52-109), subject to conditions.
Applicable Ontario Statutory Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., s. 121(2)(a)(ii).
Applicable Ontario Rules
National Instrument 51-102 Continuous Disclosure Obligations, ss. 13.1, 13.4.
National Instrument 55-102 System for Electronic Disclosure by Insiders, s. 6.1.
Multilateral Instrument 52-109 - Certification of Disclosure in Issuers' Annual and Interim Filings, s.4.5.
March 8, 2006
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,
MANITOBA, ONTARIO, QUÉBEC, NOVA SCOTIA,
NEWFOUNDLAND AND LABRADOR,NEW BRUNSWICK,
NUNAVUT, NORTHWEST TERRITORIES AND YUKON
(collectively, the "Jurisdictions")
AND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF
YELLOW PAGES INCOME FUND (the "Fund")
AND
YPG HOLDINGS INC. ("YPG Holdings")
(collectively, the "Filers")
MRRS DECISION DOCUMENT
Background
The local securities regulatory authority or regulator (the "Decision Maker") in each of the Jurisdictions has received an application from the Filers for a decision under the securities legislation of each of the Jurisdictions (the "Legislation") that:
(A) the following requirements contained in the Legislation (except in respect of the Northwest Territories), for a reporting issuer or the equivalent thereof, shall not apply to YPG Holdings:
1. to issue and file with the Decision Makers news releases and file with the Decision Makers reports upon the occurrence of a material change;
2. to file with the Decision Makers and send to its securityholders audited annual comparative financial statements together with the auditor's report;
3. to file with the Decision Makers and send to its securityholders unaudited interim comparative financial statements;
4. to file with the Decision Makers and send to its securityholders annual and interim management's discussion and analysis with respect to annual or interim financial statements;
5. to file with the Decision Makers an annual information form;
6. to file with the Decision Makers and send to holders of its securities a form of proxy and information circular;
and that all requirements of National Instrument 51-102 -- Continuous Disclosure Obligations ("NI 51-102") shall not apply to YPG Holdings;
(collectively, these requirements will be referred to as the "Continuous Disclosure Requirements");
(B) the requirements (the "Certification Requirements") contained in Multilateral Instrument 52-109 - Certification of Disclosure in Issuers' Annual and Interim Filings ("MI 52-109") shall not apply to YPG Holdings; and
(C) the requirements contained in the Legislation (except in respect of the Northwest Territories) for insiders of reporting issuers, or the equivalent thereof, to disclose their direct or indirect beneficial ownership of, or control or direction over, securities of the reporting issuer or the equivalent, and the requirement to file an insider profile under National Instrument 55-102 -- System for Electronic Disclosure by Insiders shall not apply, where applicable, to insiders of YPG Holdings (collectively, the "Insider Reporting Requirements"),
subject to certain terms and conditions.
Under the Mutual Reliance Review System for Exemptive Relief Applications:
a) the Autorité des Marchés Financiers is the principal regulator for this application; and
b) this MRRS decision document evidences the decision of each Decision Maker.
Interpretation
Defined terms contained in National Instrument 14-101 Definitions have the same meaning in this decision unless they are defined in this decision. References in this decision to "fully diluted basis" mean assuming the exercise of any outstanding exchange rights, conversion rights, options or other similar rights in respect of the securities of the Fund, YPG Trust, YPG LP, YPG General Partner Inc. ("YPG GP") or YPG Holdings or any of its subsidiaries.
Representations
This decision is based on the following facts represented by the Filers:
1. The Fund is an unincorporated, open-ended, limited purpose trust established under the laws of the Province of Ontario pursuant to a declaration of trust dated June 25, 2003 (as amended on July 24, 2003, July 30, 2003 and May 10, 2005) (the "Fund Declaration of Trust").
2. The Fund Declaration of Trust provides that the operations and activities of the Fund are restricted to:
a) investing in securities issued by YPG Trust;
b) temporarily holding cash in interest-bearing accounts, short-term government debt or short-term investment grade corporate debt for the purposes of paying the expenses and liabilities of the Fund, paying amounts payable by the Fund in connection with the redemption of units or other securities of the Fund and making distributions to unitholders;
c) issuing units or securities convertible into units (i) for cash, (ii) in satisfaction of any non-cash distribution, (iii) in order to acquire securities, (iv) pursuant to any distribution reinvestment plans, incentive option plans or other compensation plans, if any, established by the Fund; or (v) under the Liquidity Agreements (as such term is defined in the Fund's prospectus dated July 24, 2003);
d) issuing debt securities;
e) guaranteeing the payment of any indebtedness, liability or obligation of YPG LP, YPG Holdings or Yellow Pages Group Co. ("YPG Co.") or the performance of any obligation of any of them, and mortgaging, pledging, charging, granting a security interest in or otherwise encumbering all or any part of its assets as security for such guarantee, and subordinating its rights under the notes of YPG Trust (the "Trust Notes") to other indebtedness;
f) disposing of any part of the assets of the Fund;
g) issuing rights and units pursuant to any unitholder rights plan adopted by the Fund;
h) purchasing securities pursuant to any issuer bid made by the Fund;
i) satisfying the obligations, liabilities or indebtedness of the Fund; and
j) undertaking all other usual and customary actions for the conduct of the activities of the Fund in the ordinary course as are approved by the trustees of the Fund from time to time, or as are contemplated by the Fund Declaration of Trust.
3. The Fund holds all of the issued and outstanding units of YPG Trust (the "Trust Units") and the Trust Notes.
4. YPG Trust is an unincorporated open-ended limited purpose trust established under the laws of the Province of Ontario pursuant to a declaration of trust dated July 24, 2003 (as amended on July 30, 2003 and on May 10, 2005) (the "YPG Trust Declaration of Trust").
5. The YPG Trust Declaration of Trust, provides that the operations and activities of YPG Trust are restricted to:
a) investing in securities, including those issued by YPG LP and YPG GP;
b) issuing Trust Units;
c) issuing debt securities, including the Trust Notes;
d) redeeming Trust Units;
e) purchasing securities issued by YPG Trust;
f) guaranteeing the obligations of YPG LP, or any affiliate of the YPG Trust or YPG LP pursuant to any good faith debt for borrowed money incurred by YPG LP or the affiliate, as the case may be, and pledging securities held by YPG Trust, YPG LP or any such affiliate, as security for such guarantee; and
g) satisfying the obligations, liabilities or indebtedness of YPG Trust.
6. On a fully diluted basis, YPG Trust and, indirectly, the Fund hold 100% of the outstanding limited partnership units of YPG LP and 100% of the outstanding shares of YPG GP.
7. The Fund, YPG Trust and YPG LP have no other independent business operations, interests in other businesses or material assets other than their direct or indirect investment in YPG Holdings and its subsidiaries.
8. YPG Co. is Canada's largest telephone directories publisher and the exclusive owner of the Yellow Pages™, Pages Jaunes™ and Walking Fingers & Design™ trademarks in Canada. YPG Co. also operates the leading online directories in Canada, YellowPages.ca™ (and its French equivalent, PagesJaunes.ca™), Canada411.ca, CanadaTollFree.ca, SuperPages.ca and the CanadaPlus.ca group of city sites. YPG Co. is the official publisher of Bell Canada's directories in Canada. YPG Co. is also the official publisher of Telus' directories, as well as a number of other incumbent telephone company directories.
9. YPG LP is a limited partnership existing under the laws of the Province of Manitoba pursuant to a partnership agreement dated November 14, 2002, as amended on November 29, 2002 and on August 1, 2003.
10. On a fully diluted basis, YPG LP holds 100% of YPG Holdings which in turn holds 100% of YPG Co.
11. On December 12, 2005, YPG Holdings entered into a share purchase agreement with Fraser Francis Limited pursuant to which YPG Holdings will ultimately acquire a 100% interest in Trader Media Corporation for total purchase price consideration payable in cash and limited partnership units of YPG LP representing approximately 4% of the then issued and outstanding limited partnership units of YPG LP. The limited partnership units of YPG LP to be issued as consideration for the proposed acquisition of Trader Media Corporation will be exchangeable into units of the Fund at the option of the holder thereof or at the option of the Fund, subject to certain terms and conditions. Closing of the contemplated transaction is expected to occur on or near February 15, 2006. Trader Media Corporation is a publisher of classified advertising and web sites in Ontario, principally specialized in automotive and real estate advertising.
12. As a result, on a fully diluted basis, following the closing of the acquisition of Trader Media Corporation on or near February 15, 2006, YPG Holdings will also hold 100% of Trader Media Corporation.
13. YPG Holdings is a corporation organized and subsisting under the laws of Canada, having its principal office in Montreal, Québec.
14. YPG Holdings operates as a holding company and its principal asset is its interest in YPG Co. as well as its interest in Trader Media Corporation following the closing of the acquisition of Trader Media Corporation. YPG Holdings' authorized share capital consists of an unlimited number of Class A Common Shares, Class B Common Shares and Class A Preferred Shares.
15. YPG Holdings is the principle borrowing entity within the Fund structure and has an approximately $700 million credit facility in place involving major Canadian chartered banks. In November 2005, YPG Holdings updated and increased the size of its commercial paper program (the "YPG Holdings Commercial Paper Program") based on an authorized limit of $500 million. Debt securities issued under the YPG Holdings Commercial Paper Program are in all cases issued pursuant to the prospectus and registration exemptions for short-term debt set forth in section 2.35 of National Instrument 45-106 -- Prospectus and Registration Exemptions.
16. The Fund is a reporting issuer, or the equivalent thereof, in all Jurisdictions since July 25, 2003.
17. The Fund is eligible to file short form prospectuses since September 29, 2003. Currently, the global market value of the units of the Fund listed on the Toronto Stock Exchange exceeds $7.5 billion.
18. On April 8, 2004, YPG Holdings became a reporting issuer, or the equivalent thereof, in all Jurisdictions upon the filing of a final short form base shelf prospectus (the "Initial Prospectus") qualifying the distribution of up to $1 billion of medium term notes (the "Initial Notes") of YPG Holdings. On March 11, 2005, YPG Holdings filed a short form base shelf prospectus jointly with the Fund (the "Subsequent Prospectus" and, together with the Initial Prospectus, the "Prospectus") qualifying the distribution of up to $3 billion of securities of the Fund and YPG Holdings, including medium term notes of YPG Holdings (the "Subsequent Notes", and together with the Initial Notes, the "Notes"). The Notes are issued under a trust indenture entered into between YPG Holdings, CIBC Mellon Trust Company, as trustee, and the Fund, YPG LP and YPG Co., as guarantors.
19. The Notes are non-convertible and constitute direct unsecured obligations of YPG Holdings and rank pari passu with all other unsecured indebtedness and obligations of YPG Holdings. The Notes are fully and unconditionally guaranteed by the Fund, the Trust, YPG LP and YPG Co. as to payment of principal, premium and interest, the whole in compliance with the terms of the Notes or any other agreement governing the rights of the holders of Notes.
20. The Prospectus provide disclosure with respect to the guarantees granted by each of the Fund, the Trust, YPG LP and YPG Co., as the case may be, in connection with the Notes and each of the Fund, the Trust, YPG LP and YPG Co., as the case may be, executed a certificate to the Prospectus in their capacity as guarantors. In accordance with National Instrument 44-101 - Short Form Prospectus Distributions ("NI 44-101") and National Instrument 44-102 - Shelf Distributions, the Prospectus provide disclosure with respect to the consolidated business and operations of the Fund and incorporate by reference the required disclosure documents of the Fund.
21. The Notes have been assigned ratings of BBB (high) (with a stable trend) by Dominion Bond Rating Service Limited and BBB- (with a stable outlook) by Standard & Poor's Ratings Services. The rating of BBB (high) by Dominion Bond Rating Service Limited is an approved rating under NI 44-101.
22. The Notes are not listed on any securities exchange.
23. On April 21, 2004, YPG Holdings completed the issuance of two series of Notes under the Initial Prospectus for an aggregate principal amount of $750 million. On November 18, 2004, YPG Holdings completed the issuance of a third series of Notes under the Initial Prospectus for a principal amount of $250 million. In addition, on November 23, 2005, YPG Holdings completed the issuance of two series of Notes under the Subsequent Prospectus for an aggregate principal amount of $800 million.
24. As a reporting issuer in each of the Jurisdictions, the Fund must, pursuant to the Continuous Disclosure Requirements, file and, where applicable, send to its securityholders, audited comparative annual financial statements together with the auditors report, unaudited interim financial statements, and annual and interim MD&A. YPG Holdings' financial results are included in the consolidated financial statements of the Fund.
25. The business of YPG Holdings is the same as the business of the Fund, in that the Fund does not hold a material interest, whether directly or indirectly, in a business other than YPG Holdings and its subsidiaries, and the financial results of YPG Holdings and its subsidiaries are included in the consolidated financial statements of the Fund. As a result, information regarding the affairs and financial condition of the Fund is meaningful to holders of YPG Holdings' securities and it is appropriate that the Fund's financial statements and certification filings under MI 52-109 be available to such security holders of YPG Holdings in lieu of the financial statements and certification filings of YPG Holdings.
26. The Fund and YPG Holdings are not in default of any requirement under the Legislation.
Decision
Each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the decision has been met.
The decision of the Decision Makers under the Legislation (except in respect of the Northwest Territories) is to exempt YPG Holdings from the Continuous Disclosure Requirements, provided that:
a) the business of YPG Holdings continues to be the same as the business of the Fund, in that the Fund does not hold a material interest, whether directly or indirectly, in a business other than YPG Holdings and its subsidiaries;
b) the Fund remains (i) a reporting issuer or the equivalent thereof in each of the Jurisdictions which has such a concept and (ii) an electronic filer pursuant to National Instrument 13-101 - System for Electronic Document Analysis and Retrieval (SEDAR);
c) the Fund continues to comply with the Continuous Disclosure Requirements and to file with the Decision Makers all documents required to be filed under the Legislation;
d) the Fund continues to comply with the rules of the Toronto Stock Exchange or any other organized market or exchange on which the units of the Fund are listed;
e) all audited annual comparative financial statements and interim comparative financial statements filed by the Fund under the Legislation are prepared on a consolidated basis in accordance with Canadian generally accepted accounting principles or such other standards as may be permitted under the Legislation from time to time;
f) on a fully diluted basis, the Fund remains the direct or indirect beneficial owner of 100% of the issued and outstanding voting securities of YPG Holdings;
g) the Fund continues to fully and unconditionally guarantee the Notes as to the payments required to be made by YPG Holdings to the holders of the Notes;
h) YPG Holdings does not distribute additional securities other than: (i) the Notes or other debt securities contemplated by paragraph i) below; (ii) to the Fund or to entities that, on a fully diluted basis, are wholly-owned, directly or indirectly, by the Fund, (iii) debt securities under the YPG Holdings Commercial Paper Program; (iv) options issued to participants of YPG Holdings' stock purchase and option plan for employees of YPG Holdings and its subsidiaries and the issuance of shares of YPG Holdings upon the exercise of such options (such shares which are in turn automatically exchangeable for units of the Fund pursuant to contractual arrangements with the Fund) or (v) for greater certainty, any inter-company or bank indebtedness;
i) if YPG Holdings hereafter distributes additional debt securities (other than (i) debt securities that are issued to the Fund or to entities that, on a fully diluted basis, are wholly-owned, directly or indirectly, by the Fund, (ii) debt securities under YPG Holdings Commercial Paper Program or (iii) for greater certainty, any inter-company or bank indebtedness), the Fund shall fully and unconditionally guarantee such debt securities as to the payments required to be made by YPG Holdings to the holders of such debt securities and such debt securities shall have an approved rating (as such term is defined in NI 51-102);
j) if YPG Holdings issues non-convertible debt securities, YPG Holdings concurrently sends to all holders of such securities, in the manner and at the time required by the Legislation and any marketplace on which securities of the Fund are listed or quoted, all disclosure materials that are sent by the Fund to holders of non-convertible debt securities of the Fund that has an approved rating;
k) if there is a material change in the affairs of YPG Holdings that is not a material change in respect of the Fund, YPG Holdings will comply with the requirements of the Legislation to issue a press release and file a material change report with the Decision Makers notwithstanding that the change may not be a material change in respect of the Fund;
l) the documents required to be filed by the Fund with the Decision Makers under the Legislation will be filed under each of the Fund's and YPG Holdings' SEDAR profiles within the time limits and in accordance with applicable fees required by the Legislation for the filing of such documents; and
m) YPG Holdings files a notice in its SEDAR profile stating that (i) it has been granted relief from continuous disclosure obligations under the Legislation pursuant to a decision of the Decision Makers, subject to the conditions set forth in such decision, (ii) that investors should refer to the continuous disclosure documents filed by the Fund and (iii) that such continuous disclosure documents of the Fund are also available in the SEDAR profile of YPG Holdings;
The further decision of the Decision Makers under the Legislation is that the Certification Requirements shall not apply to YPG Holdings for so long as:
a) YPG Holdings is not required to, and does not, file its own Interim Filings and Annual Filings (as those terms are defined in MI 52-109);
b) the Fund files with the Decision Makers, in electronic format under YPG Holdings' SEDAR profile, the Fund's Annual Certificates and Interim Certificates (as those terms are defined in MI 52-109) at the same time as such documents are required under the Legislation to be filed by the Fund, and
c) YPG Holdings qualifies for the relief from the Continuous Disclosure Requirements set forth above, and is in compliance with the requirements and conditions set out in such relief;
The further decision of the Decision Makers under the Legislation (except in respect of the Northwest Territories) is to exempt the insiders of YPG Holdings from the Insider Reporting Requirements, provided that:
a) such relief shall only relieve the insiders of YPG Holdings from their obligations to declare their holdings of securities of YPG Holdings;
b) the insiders of YPG Holdings do not receive, in the ordinary course, information as to material facts or material changes concerning the Fund before such material facts or material changes are generally disclosed;
c) in the event an insider of YPG Holdings is also an insider of the Fund other than by virtue of such insider being an insider of YPG Holdings, such insider will provide all necessary information with respect to its holdings of securities of the Fund and of YPG Holdings in its insider reports to be filed in SEDI format under the insider reporting profile of the Fund and of YPG Holdings, if necessary;
d) on a fully diluted basis, the Fund remains the direct or indirect beneficial owner of 100% of the issued and outstanding voting securities of YPG Holdings;
e) the Fund remains (i) a reporting issuer or the equivalent thereof in each of the Jurisdictions which has such a concept and (ii) an electronic filer pursuant to National Instrument 13-101 - System for Electronic Document Analysis and Retrieval (SEDAR); and
f) the Fund continues to comply with the Continuous Disclosure Requirements and is in compliance with the requirements and conditions set out in the relief above and to file with the Decision Makers all documents required to be filed under the Legislation;
and, provided that if a material adverse change occurs in the affairs of YPG Holdings, this decision shall expire 30 days after the date of such change.
The previous decisions granted by the Decision Makers in favour of the Filers (i) dated July 16, 2004 in respect of the Continuous Disclosure Requirements and the Insider Reporting Requirements and (ii) dated September 10, 2004 and November 22, 2005 in respect of Certification Requirements, are revoked effective as of the date of the present decision.
Headnote
Mutual Reliance Review System for Exemptive Relief Applications -- issuer deemed to have ceased to be a reporting issuer.
Ontario Statutes
Securities Act, R.S.O. 1990, c. S.5, as am., s. 83.
Citation: Luke Energy Ltd., 2006 ABASC 1195
March 28, 2006
Attention: Justin D. Pettigrew
Dear Sir:
Re: |
Luke Energy Ltd. (the "Applicant") - Application to Cease to be a Reporting Issuer under the securities legislation of Alberta, Ontario, Québec and New Brunswick (the "Jurisdictions") |
The Applicant has applied to the local securities regulatory authority or regulator (the "Decision Maker") in each of the Jurisdictions for a decision under the securities legislation (the "Legislation") of the Jurisdictions to be deemed to have ceased to be a reporting issuer in the Jurisdictions.
As the Applicant has represented to the Decision Makers that:
1. the outstanding securities of the Applicant, including debt securities, are beneficially owned, directly or indirectly, by less than 15 security holders in each of the jurisdictions in Canada and less than 51 security holders in total in Canada;
2. no securities of the Applicant are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation;
3. the Applicant is applying for relief to cease to be a reporting issuer in all of the jurisdictions in Canada in which it is currently a reporting issuer; and
4. the Applicant is not in default of any of its obligations under the Legislation as a reporting issuer,
each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the decision has been met and orders that the Applicant is deemed to have ceased to be a reporting issuer in the Jurisdictions.
Relief requested granted on the 28th day of March, 2006.
Juniper Fund Management Corporation et al. - s. 127(7)
IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990, c. S.5, AS AMENDED
AND
IN THE MATTER OF
THE JUNIPER FUND MANAGEMENT CORPORATION,
JUNIPER INCOME FUND,
JUNIPER EQUITY GROWTH FUND AND
ROY BROWN (a.k.a. ROY BROWN-RODRIGUES)
ORDER
Section 127(7)
WHEREAS on March 8, 2006, the Ontario Securities Commission (the "Commission") ordered pursuant to subsection 127(5) of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act") that all trading in the securities of the Juniper Income Fund and the Juniper Equity Growth Fund (the "Funds") shall cease forthwith for a period of 15 days from the date thereof (the "Temporary Order");
AND WHEREAS pursuant to subsections 127(1) and 127(5) of the Act, a hearing was scheduled for March 23, 2006 at 10:00 a.m. (the "Hearing");
AND WHEREAS the Respondents are represented by counsel and have been served with the Temporary Order, the Notice of Hearing dated March 21, 2006, the Statement of Allegations dated March 21, 2006 and the Affidavit of Trevor Walz sworn March 17, 2006;
AND WHEREAS Staff of the Commission has filed the Affidavit of Trevor Walz sworn March 17, 2006 in support of Staff's request to extend the Temporary Order;
AND WHEREAS The Juniper Fund Management Corporation has provided Staff with a list of expenses incurred by the Funds or by The Juniper Fund Management Corporation on behalf of the Funds since March 8, 2006 and has agreed to provide Staff on a weekly basis with further lists of expenses with supporting documentation;
AND WHEREAS the parties have requested an adjournment to permit Staff to continue its investigation and to permit the Respondents to respond to the Statement of Allegations dated March 21, 2006;
AND WHEREAS counsel for the Respondents and Staff of the Commission have consented to an adjournment of the Hearing to May 4, 2006 and consented to an extension of the Temporary Order until the Hearing on May 4, 2006;
AND WHEREAS the parties have agreed that The Juniper Fund Management Corporation shall provide notice by mail to all unitholders of the Funds of the Temporary Order and the extension of the Temporary Order;
AND WHEREAS the parties have agreed that The Juniper Fund Management Corporation will not be paid its monthly management fee until Staff's allegations have been addressed;
IT IS ORDERED pursuant to subsections 127(2) and (7) of the Act that:
(a) the Hearing is adjourned to May 4, 2006 at 10:30 a.m.;
(b) the Temporary Order is extended until May 4, 2006; and
(c) The Juniper Fund Management Corporation shall provide notice by mail to all unitholders of the Funds of the Temporary Order and the extension of the Temporary Order in the form attached as Schedule "A".
DATED at Toronto this 23rd day of March, 2006.
"Susan Wolburgh Jenah"
Schedule "A"
IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990, c. S.5, AS AMENDED
AND
IN THE MATTER OF
THE JUNIPER FUND MANAGEMENT CORPORATION,
JUNIPER INCOME FUND,
JUNIPER EQUITY GROWTH FUND AND
ROY BROWN (a.k.a. ROY BROWN-RODRIGUES)
NOTICE TO ALL UNITHOLDERS OF
THE JUNIPER INCOME FUND AND
THE JUNIPER EQUITY GROWTH FUND
On March 8, 2006, the Ontario Securities Commission (the "Commission") ordered all trading in the securities of the Juniper Income Fund and the Juniper Equity Growth Fund (the "Funds") to cease forthwith for a period of 15 days (the "Temporary Order"). On March 23, 2006, this Temporary Order was extended to May 4, 2006. The effect of the Temporary Order is that unitholders will be unable to purchase, sell or redeem units of the Funds while the Temporary Order is in effect. One of the reasons for the continuation of the Temporary Order is the concerns of Staff of the Commission that the Funds' accounting, governance practices and books and records are such that the calculation of the Funds' net asset value per unit may be materially incorrect. On May 4, 2006, the Commission will hold a hearing at 10:30 a.m. in the large hearing room, 17th floor, 20 Queen Street West, Toronto to determine whether the Temporary Order should be extended or whether any further order is required. A copy of the Notice of Hearing, the Statement of Allegations of Staff of the Commission and the orders made in this proceeding are available on the Commission's website at www.osc.gov.on.ca. Juniper will keep unitholders advised of the status of this proceeding through news releases which are available on Juniper's website at www.juniperfund.ca.
Ialta Industries Ltd. - s. 144
Headnote
Section 144 -- full revocation of cease trade order upon remedying of defaults.
Statutes Cited
Securities Act, R.S.O., 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")
AND
IN THE MATTER OF
IALTA INDUSTRIES LTD.
ORDER
(Section 144)
WHEREAS the securities of Ialta Industries Ltd. ("Ialta") have been subject to a cease trade order (the "Ontario CTO") of the Ontario Securities Commission (the "Commission") pursuant to paragraph 2 of subsection 127(1) of the Act, issued on January 12, 2006 and extended January 24, 2006, directing that trading in securities of Ialta cease until the Ontario CTO is revoked by the Director;
AND WHEREAS Ialta has applied to the Commission pursuant to section 144 of the Act (the "Application") for a revocation of the Ontario CTO;
AND WHEREAS Ialta has represented to the Commission that:
1. The Issuer is a corporation incorporated under the laws of the Province of British Columbia on April 7, 1981. The Issuer's principal executive offices are located in Maple Ridge, British Columbia with sub-offices located in Vancouver, BC and Kelowna, BC.
2. The authorized capital of the Issuer consists of 100,000,000 Common shares of which 15,737,299 are currently issued and outstanding.
3. The Issuer became a reporting issuer under the Act on April 7, 1981.
4. The Cease Trade Order was issued due to the failure of the issuer to file annual audited financial statements for the fiscal year ended August 31, 2005.
5. The failure to file financial statements was due to a misunderstanding of the new timely disclosure requirements as well as a late start to the audit process with Davidson & Company LLP.
6. The audited annual financial statements for the fiscal year ended August 31, 2005 were filed with the Commission on SEDAR on January 20, 2006 and were mailed to shareholders of the issuer on February 17, 2006.
7. Except for the Cease Trade Order, the issuer has not been subject to any previous cease trade orders issued by the Commission.
8. Except for the Cease Trade Order, the issuer is not otherwise in default of any requirements of the Act or any regulations made thereunder.
AND UPON considering the application and the recommendation of staff of the Commission;
AND UPON the Commission 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 Ontario CTO be revoked.
DATED at Toronto this 23rd day of March, 2006.
Canadian Satellite Radio Holdings Inc. - s. 4.2 of Rule 56-501
Headnote
Issuer granted relief from requirement to comply with Part 3 of 56-501 in connection with future issuance of securities directly or indirectly convertible into or exercisable or exchangeable for Class A Subordinate Voting Shares of the Issuer - Class A Subordinate Voting Shares were issued pursuant to a long-form initial public offering prospectus - Relief subject to conditions.
Applicable Ontario Statutory Provisions
Ontario Securities Commission Rule 56-501 - Restricted Shares, Part 3 and s. 4(2).
IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990, CHAPTER S.5,
AS AMENDED (the Act)
AND
IN THE MATTER OF
CANADIAN SATELLITE RADIO HOLDINGS INC.
ORDER
(Section 4.2 of Rule 56-501)
UPON the application (the Application) of Canadian Satellite Radio Holdings Inc. (the Corporation) to the Ontario Securities Commission (the Commission) for an order under Section 4(2) of Ontario Securities Commission Rule 56-501 -- Restricted Shares (the Rule) exempting the Corporation from the application of Part 3 of the Rule with respect to the future issuance of securities directly or indirectly convertible into or exercisable or exchangeable for Class A Subordinate Voting Shares of the Corporation (Subordinate Voting Shares);
AND UPON the Corporation having represented to the Commission that:
1. The Corporation was incorporated under the Business Corporations Act (Ontario) on July 31, 2002, as 2014503 Ontario Inc. Its name was changed to "Canadian Satellite Radio Holdings Inc." by articles of amendment filed on July 7, 2003. The registered and principal office of the Corporation is located at Suite 2300, PO Box 222, Canada Trust Tower, BCE Place, 161 Bay Street, Toronto, Ontario M5J 2S1.
2. The Corporation, through its wholly-owned subsidiary, Canadian Satellite Radio Inc., has received approval from the Canadian Radio-television and Telecommunications Commission to provide subscription-based satellite radio service in Canada.
3. The Corporation filed a final prospectus dated December 5, 2005 (the Prospectus) with the securities regulatory authorities in each of the provinces of Canada to qualify the initial public offering of its Subordinate Voting Shares (the Offering). A receipt for the Prospectus was issued on December 6, 2005.
4. Prior to the completion of the Offering, the Corporation was a "private company" within the meaning of Section 1 of the Act.
5. Upon the completion of the Offering, the Subordinate Voting Shares were listed on the Toronto Stock Exchange.
6. The authorized capital of the Corporation consists of an unlimited number of Subordinate Voting Shares, an unlimited number of Class B Voting Shares (the Class B Voting Shares) and an unlimited number of Class C Non-Voting Shares (the Non-Voting Shares).
7. Immediately following the completion of the Offering, the Corporation had outstanding Subordinate Voting Shares and Class B Voting Shares, but no Non-Voting Shares.
8. The Subordinate Voting Shares, the Class B Voting Shares and the Non-Voting Shares participate in the equity of the Company, and the Subordinate Voting Shares and the Class B Voting Shares also have the right to one vote per share. The Subordinate Voting Shares and the Non-Voting Shares participate in the equity of the Company on an equal per share basis. The Class B Voting Shares, however, participate in the equity of the Company on a per share rate equal to one-third of the rate of participation of the Class A Shares and the Non-Voting Shares.
9. The Corporation could issue additional Class A Subordinate Voting Shares pursuant to exemptions contained in the Rule, however, absent the requested relief, it would not be permitted to issue securities directly or indirectly convertible into or exercisable or exchangeable for Class A Subordinate Voting Shares.
AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;
IT IS ORDERED, pursuant to Section 4(2) of the Rule, that the Corporation is exempted from the application of Part 3 of the Rule with respect to the future distribution of securities directly or indirectly convertible into or exercisable or exchangeable for Class A Subordinate Voting Shares of the Corporation, provided that such securities are not: (a) the Non-Voting Shares, or (b) shares, other than the Class B Voting Shares, that would be "restricted shares" or "subject securities", in each case within the meaning of the Rule.
DATED March 14th, 2006.
Merrill Lynch Professional Clearing Corp. - s. 211 of the Regulation
Headnote
Application in connection with application for registration as an international dealer, for an order pursuant to section 211 of the Regulation exempting the applicant from the requirement in subsection 208(2) of the Regulation that it carry on the business of an underwriter in a country other than Canada to be able to register in Ontario as an international dealer.
Statutes Cited
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(1).
Regulations Cited
Regulation made under the Securities Act, R.R.O., Reg. 1015, as am., ss. 100(3), 208(2), 211.
IN THE MATTER OF
THE SECURITIES ACT, R.S.O. 1990,
CHAPTER S. 5, AS AMENDED (the ACT)
AND
IN THE MATTER OF
ONTARIO REGULATION 1015, R.R.O. 1990,
AS AMENDED (the REGULATION)
AND
IN THE MATTER OF
MERRILL LYNCH PROFESSIONAL CLEARING CORP.
ORDER
(Section 211 of the Regulation)
UPON the application (the Application) of Merrill Lynch Professional Clearing Corp. (the Applicant) to the Ontario Securities Commission (the OSC) for an order, pursuant to section 211 of the Regulation, exempting the Applicant from the requirement in subsection 208(2) of the Regulation that the Applicant carry on the business of an underwriter in a country other than Canada in order for the Applicant to be registered under the Act as a dealer in the category of international dealer;
AND UPON considering the Application and the recommendation of staff of the Commission;
AND UPON the Applicant having represented to the Commission that:
1. The Applicant has filed an application for registration as a dealer under the Act in the category of "international dealer" in accordance with section 208 of the Regulation. The Applicant is not presently registered in any capacity under the Act.
2. The Applicant is a corporation organized under the laws of the state of Delaware, U.S.A. The Applicant's principal place of business is located in New York, New York, U.S.A.
3. The Applicant is registered in the United States as a broker-dealer with the U.S. Securities and Exchange Commission. The Applicant is also a member in good standing of the National Association of Securities Dealers, Inc.
4. The Applicant does not currently act as an underwriter in the United States or in any other jurisdiction outside of the United States.
5. In the absence of the relief requested in this Application, the Applicant would not meet the requirements of the Regulation for registration as a dealer in the category of "international dealer" as it does not carry on the business of an underwriter in a country other than Canada.
6. The Applicant does not now act as an underwriter in Ontario and will not act as an underwriter in Ontario if it is registered under the Act as an "international dealer", despite the fact that subsection 100(3) of the Regulation provides that an "international dealer" is deemed to have been granted registration as an underwriter for the purposes of a distribution which it is permitted to make.
AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;
IT IS ORDERED, pursuant to section 211 of the Regulation, that, in connection with the registration of the Applicant as a dealer under the Act in the category of "international dealer", the Applicant is exempt from the provisions of subsection 208(2) of the Regulation requiring that the Applicant carry on the business of an underwriter in a country other than Canada, provided that, so long as the Applicant is registered under the Act as an "international dealer":
(a) the Applicant carries on the business of a dealer in a country other than Canada; and
(b) notwithstanding subsection 100(3) of the Regulation, the Applicant shall not act as an underwriter in Ontario.
March 28, 2006
"Susan Wolburgh Jenah"
"Suresh Thakrar"
Legg Mason Canada Inc. - s. 80 of the CFA
Headnote
Application to the Commission for an order, pursuant to section 80 of the Commodity Futures Act (the CFA), that certain affiliated companies of the applicant and other future sub-advisers and any of their directors, officers or employees, acting as sub-advisers to the Principal Adviser in connection with portfolio managed clients resident in Ontario shall not be subject to the adviser registration requirement in section 22(1)(b) of the CFA. The principal investment adviser of the portfolio managed clients is an Ontario registrant.
Statutes Cited
Commodity Futures Act, R.S.O. 1990. c. C.20., as am., ss. 22(1)(b), 80.
Ontario Securities Commission Rule 35-502 Non-Resident Advisers.
IN THE MATTER OF
THE COMMODITY FUTURES ACT,
R.S.O. 1990, c. C.20, AS AMENDED (the CFA)
AND
IN THE MATTER OF
LEGG MASON CANADA INC.
ORDER
(Section 80 of the CFA)
UPON the application (the Application) of Legg Mason Canada Inc. (the Filer) to the Ontario Securities Commission (the Commission) for an order, under section 80 of the CFA, that the adviser registration requirements of subsection 22(1)(b) (the Registration Requirement) shall not apply to certain affiliated companies of the Filer identified in Schedule "A" (the Foreign Adviser Affiliates) and other future sub-advisers and their respective directors, officers and employees (collectively, the Foreign Sub-Advisers), in connection with such Foreign Sub-Advisers acting as advisers for the Filer with respect to trades in commodity futures contracts and related products traded on commodity futures exchanges for the benefit of clients of the Filer resident in Ontario (the Clients);
AND UPON considering the Application and the recommendations of staff of the Commission;
AND UPON the Filer having represented to the Commission that:
1. The Filer is a corporation incorporated under the laws of Canada with its head office located in Toronto, Ontario. It is registered as an adviser in the categories of investment counsel and portfolio manager and as a dealer in the category of mutual fund dealer and as a commodity trading manager in Ontario.
2. The Filer acts as an adviser to the Clients and, from time to time, advises Clients to invest in futures and options on futures traded on Canadian or other organized exchanges outside of Canada and in other derivative instruments traded over-the-counter.
3. The Foreign Adviser Affiliates are registered with the Securities and Exchange Commission (the SEC) in the United States as investment advisers and are either registered with or exempted from registration with the Commodity Futures Trading Commission (the CFTC) in the United States. The Filer may wish to retain the Foreign Adviser Affiliates to advise the Filer in respect of trades in commodity futures contracts and related products traded on commodity futures exchanges for the Clients (the Commodity Advising Services). The Foreign Adviser Affiliates are not resident in Canada and are not registered and have no current intention of becoming registered in any capacity under the CFA.
4. The Filer wishes to retain, as sub-advisers, the Foreign Adviser Affiliates, along with any other entity that the Filer considers appropriate, subject to the requirements of this Order, to provide Commodity Advising Services for the Clients. Those other entities will not be resident in Canada and may not be registered and may have no current intention of becoming registered in any capacity under the Act.
5. The Clients will be high net worth individuals or institutional clients, including the mutual funds or the pooled funds managed by the Filer.
6. In providing the Commodity Advising Services to the Filer and indirectly to Clients of the Filer, the Foreign Sub-Advisers may be considered to be acting as "advisers" under the CFA and, in the absence of the requested relief, would be subject to the Registration Requirement.
7. There is presently no rule under the CFA that provides an exemption from the Registration Requirement for a person or company acting as a sub-adviser to another registered adviser in respect of commodity futures options and contracts that is similar to the exemption from the adviser registration requirement in section 25(1)(c) of the Ontario Securities Act available in section 7.3 of Ontario Securities Commission Rule 35-502 Non-Resident Advisers (the Ontario Rule).
8. The exemption granted under section 7.3 of the Ontario Rule recognizes that, provided certain safeguards are put into place, regulatory oversight need not extend to a non-resident sub-adviser when a domestic, Ontario-registered adviser assumes responsibility for the securities advice provided by the sub-advisers to clients of the Ontario-registered adviser. The Filer seeks to extend the securities legislative exemption to the commodity futures legislation on exactly the same grounds, for the same reasons and on the same conditions.
9. The Filer will establish the same arrangements with the Foreign Sub-Advisers when they are providing Commodity Advising Services to the Clients that they are mandated to establish by section 7.3 of the Ontario Rule.
10. The Filer will be responsible for providing all Client reports and statements required under the CFA and meeting all other conditions of registration under the CFA. All direct contact with Clients concerning the Commodity Advising Services will be with the Filer and its directors, officers or employees although representatives of the Foreign Sub-Advisers may participate in such communications from time to time.
AND UPON being satisfied that it would not be prejudicial to the public interest for the Commission to grant the exemption requested;
IT IS ORDERED pursuant to section 80 of the CFA that the Foreign Sub-Advisers are not subject to subsection 22(1)(b) of the CFA with respect to the proposed Commodity Advising Services, provided that:
(a) the obligations and duties of the Foreign Sub-Advisers are set out in a written agreement with the Filer;
(b) the Filer contractually agrees with the Clients on whose behalf the Commodity Advising Services are to be provided by the Foreign Sub-Adviser to be responsible for any loss that arises out of the failure of the Foreign Sub-Adviser:
(i) to exercise the powers and discharge the duties of its office honestly, in good faith and in the best interests of the Filer and each Client of the Filer for whose benefit the advice is or portfolio management services are to be provided, or
(ii) to exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in the circumstances;
(c) the Filer cannot be relieved by any Client from its responsibility for loss under paragraph (b) above;
(d) the Foreign Sub-Adviser is not resident in Canada and is licensed or otherwise legally qualified to provide the Commodity Advising Services by the applicable regulator in the jurisdiction in which it resides, and
(e) in respect of any Foreign Sub-Adviser whose name does not specifically appear in this Order and who proposes to rely on the exemption granted under this Order, the Filer shall have executed and filed with the Commission a verification certificate referencing this Order, identifying such Foreign Sub-Adviser and confirming the truth and accuracy of the Application with respect to that particular Foreign Sub-Adviser.
(f) this Order shall terminate on the day that is three years after the date of the Order.
March 28, 2006
"Susan Wolburgh Jenah"
"Suresh Thakrar"
Schedule "A"
1. Batterymarch Financial Management, Inc.
2. Brandywine Asset Management, LLC
3. Western Asset Management Company
4. Legg Mason Capital Management, Inc.
5. Private Capital Management, LP
6. Royce & Associates LLC
7. Smith Barney Fund Management, LLC.
Temporary, Permanent & Rescinding Issuer Cease Trading Orders
Company Name |
Date of Temporary Order |
Date of Hearing |
Date of Permanent Order |
Date of Lapse/Revoke |
|
||||
Bigknowledge Enterprises Inc. |
17 Mar 06 |
29 Mar 06 |
29 Mar 06 |
|
Temporary, Permanent & Rescinding Management Cease Trading Orders
Company Name |
Date of Order or Temporary Order |
Date of Hearing |
Date of Extending Order |
Date of Lapse/ Expire |
Date of Issuer Temporary Order |
|
|||||
Nortel Networks Corporation |
27 Mar 06 |
10 Apr 06 |
|||
|
|||||
Nortel Networks Limited |
27 Mar 06 |
10 Apr 06 |
|||
Outstanding Management & Insider Cease Trading Orders
Company Name |
Date of Order or Temporary Order |
Date of Hearing |
Date of Extending Order |
Date of Lapse/ Expire |
Date of Issuer Temporary Order |
|
|||||
Argus Corporation Limited |
25 May 04 |
03 Jun 04 |
03 Jun 04 |
||
|
|||||
Big Red Diamond Corporation |
03 Mar 06 |
16 Mar 06 |
16 Mar 06 |
||
|
|||||
Fareport Capital Inc. |
13 Sept 05 |
26 Sept 05 |
26 Sept 05 |
||
|
|||||
Hip Interactive Corp. |
04 Jul 05 |
15 Jul 05 |
15 Jul 05 |
||
|
|||||
Hollinger Canadian Newspapers, Limited Partnership |
21 May 04 |
01 Jun 04 |
01 Jun 04 |
||
|
|||||
Hollinger Inc. |
18 May 04 |
01 Jun 04 |
01 Jun 04 |
||
|
|||||
Nortel Networks Corporation |
27 Mar 06 |
10 Apr 06 |
|||
|
|||||
Nortel Networks Limited |
27 Mar 06 |
10 Apr 06 |
|||
|
|||||
Novelis Inc. |
18 Nov 05 |
01 Dec 05 |
01 Dec 05 |
||
|
|||||
Radiant Energy Corporation |
01 Mar 06 |
14 Mar 06 |
14 Mar 06 |
||
Reports of Trades Submitted on Forms 45-106F1 and Form 45-501F1
Transaction |
# of |
Issuer/Security |
Total Pur. Price |
# of Securities |
|
Date |
Purchasers |
($) |
Distributed |
||
01/17/2006 |
13 |
2079537 Ontario Ltd. - Units |
330,000.00 |
1,650,000.00 |
|
02/28/2006 |
1 |
ABC American -Value Fund - Units |
162,100.00 |
21,456.56 |
|
02/28/2006 |
2 |
ABC Fully-Managed Fund - Units |
305,575.20 |
29,092.43 |
|
02/28/2006 |
16 |
ABC Fundamental - Value Fund - Units |
2,700,676.60 |
137,602.86 |
|
03/03/2006 |
1 |
Abitex Resources Inc. - Common Shares |
21,600.00 |
80,000.00 |
|
03/09/2006 |
5 |
Active Control Technology Inc. - Units |
263,371.88 |
5,267,438.00 |
|
03/09/2006 |
57 |
Active Control Technology Inc. - Units |
985,500.00 |
19,710,000.00 |
|
03/09/2006 |
46 |
Advantex Marketing International Inc. - Common Shares |
3,000,000.00 |
37,037,037.00 |
|
03/15/2006 |
1 |
AFC Enterprises - Stock Option |
262,966.85 |
16,100.00 |
|
03/17/2006 |
1 |
Aizan Technologies Inc. - Common Shares |
2,000,000.00 |
2,400,960.00 |
|
03/10/2006 |
1 |
ALESCO Preferred Funding X, Ltd. - Preferred Shares |
20,795,400.00 |
60,400.00 |
|
03/06/2006 |
1 |
AMADOR GOLD CORP. - Common Shares |
6,000.00 |
50,000.00 |
|
01/10/2006 |
5 |
AmeriGas Partners, L.P. - Notes |
6,142,602.00 |
350,000,000.00 |
|
02/24/2006 |
11 |
Amex Exploration Inc. - Units |
175,000.00 |
175.00 |
|
03/16/2006 to 03/23/2006 |
4 |
Angiotech Pharmaceuticals, Inc. - Bonds |
10,376,100.00 |
9,000.00 |
|
03/17/2006 |
71 |
Augusta Resource Corporation - Warrants |
44,099,000.00 |
23,210,000.00 |
|
03/20/2006 |
21 |
Austin Developments Corp. - Units |
468,699.99 |
3,124,666.00 |
|
02/10/2006 |
1 |
Bioniche Life Sciences Inc. - Common Shares |
152,000.00 |
160,000.00 |
|
02/14/2006 |
18 |
Bird River Mines Inc. - Units |
93,900.00 |
469,500.00 |
|
12/30/2005 |
10 |
Bodnar Canadian Equity Fund - Units |
783,336.24 |
10,011.08 |
|
12/30/2005 |
10 |
Bodnar Fixed Income Fund - Units |
392,780.90 |
6,820.68 |
|
01/31/2005 to 12/30/2005 |
6 |
Bodnar Money Market Fund - Units |
204,769.76 |
476.98 |
|
02/28/2006 |
3 |
Canada Mortgage Acceptance Corporation - Certificate |
115,824,107.44 |
N/A |
|
03/02/2006 |
2 |
Canadian Gold Hunter Corp. - Flow-Through Shares |
3,000,000.00 |
2,381,000.00 |
|
03/14/2006 |
39 |
Cannasat Therapeutics Inc. - Common Shares |
1,083,256.40 |
12,035,618.00 |
|
03/21/2006 |
19 |
CareVest First Mortgage Investment Corporation - Preferred Shares |
480,008.00 |
480,008.00 |
|
01/01/2005 to 12/31/2005 |
17 |
Centaur Balanced Fund - Units |
5,044,178.27 |
365,027.18 |
|
01/01/2005 to 12/31/2005 |
20 |
Centaur Bond Fund - Units |
12,066,981.84 |
1,201,279.43 |
|
01/01/2005 to 12/31/2005 |
20 |
Centaur Canadian Equity - Units |
8,746,274.68 |
94,828.02 |
|
01/01/2005 to 12/31/2005 |
14 |
Centaur International Fund - Units |
5,848,405.18 |
690,934.27 |
|
01/01/2005 to 12/31/2005 |
46 |
Centaur Money Market Fund - Units |
95,740,849.34 |
9,451,136.98 |
|
01/01/2005 to 12/31/2005 |
13 |
Centaur Small Cap Fund - Units |
613,251.56 |
10,456.41 |
|
01/01/2005 to 12/31/2005 |
19 |
Centaur US Equity Fund - Units |
2,418,909.94 |
59,937.78 |
|
01/01/2005 to 12/31/2005 |
8 |
CIBC Balanced Fund - Units |
22,999,631.81 |
2,017,199.00 |
|
01/01/2005 to 12/31/2005 |
32 |
CIBC Canadian Bond Index Fund - Units |
576,319,307.38 |
48,537,015.00 |
|
01/01/2005 to 12/31/2005 |
9 |
CIBC Canadian Equity Fund - Units |
12,689,037.60 |
1,340,567.00 |
|
01/01/2005 to 12/31/2005 |
21 |
CIBC Canadian Money Market Fund - Units |
25,515,956.31 |
2,702,554.00 |
|
01/01/2005 to 12/31/2005 |
4 |
CIBC CDN Equity TSE 300 Capped - Units |
529,159.38 |
50,841.00 |
|
01/01/2005 to 12/31/2005 |
8 |
CIBC CDN Equity TSE 300 Index - Units |
22,886,838.81 |
553,246.00 |
|
01/01/2005 to 12/31/2005 |
3 |
CIBC CDN Equity Value Fund - Units |
2,403,386.64 |
265,502.00 |
|
01/01/2005 to 12/31/2005 |
9 |
CIBC EAFE Equity Fund - Units |
2,050,630.87 |
182,771.00 |
|
01/01/2005 to 12/31/2005 |
14 |
CIBC Fixed Income Fund - Units |
26,379,322.71 |
2,375,451.00 |
|
01/01/2005 to 12/31/2005 |
1 |
CIBC Global Balanced Fund - Units |
5,090,790.56 |
467,431.57 |
|
01/01/2005 to 12/31/2005 |
3 |
CIBC Int'l Equity Index Fund - Units |
1,475,358.77 |
191,510.00 |
|
01/01/2005 to 12/31/2005 |
13 |
CIBC Long Term Bond Index Fund - Units |
47,868,032.66 |
4,025,899.00 |
|
01/01/2005 to 12/31/2005 |
8 |
CIBC U.S. EQU S&P 500 SYN Index - Units |
10,973,000.00 |
1,470,549.00 |
|
01/01/2005 to 12/31/2005 |
5 |
CIBC U.S. Equity Fund - Units |
748,558.02 |
103,925.00 |
|
01/01/2005 to 12/31/2005 |
8 |
CIBC U.S. Equity S&P 500 Index - Units |
5,751,411.28 |
812,522.00 |
|
01/01/2005 to 12/31/2005 |
5 |
CIBC U.S. Equity TS - Units |
934,399.35 |
36,265.00 |
|
03/13/2006 |
1 |
Citi FCP - CitiEquity Asia (ex Japan) Analyst Fund - Units |
173,055.00 |
1,097.13 |
|
03/13/2006 |
75 |
Coal Investment Corporation - Receipts |
52,800,180.00 |
7,652,200.00 |
|
03/17/2006 |
18 |
Columbia Yukon Explorations Inc. - Units |
256,500.00 |
675,000.00 |
|
03/09/2006 |
65 |
Consolidated Spire Ventures Ltd. - Units |
3,200,000.00 |
9,000,000.00 |
|
03/06/2006 |
22 |
Consolidated Thompson-Lundmark Gold Mines Limited - Common Shares |
2,150,000.00 |
2,200,000.00 |
|
03/13/2006 |
1 |
Cooper Pacific II Mortgage Investment Corporation - Units |
30,000.00 |
30,000.00 |
|
03/03/2006 |
7 |
Coral Gold Resources Ltd. - Common Shares |
4,500,000.00 |
1,500,000.00 |
|
03/15/2006 |
2 |
Cuervo Resources Inc. - Common Shares |
75,000.00 |
750,000.00 |
|
02/16/2006 to 03/14/2006 |
24 |
Currency Capital Corp. - Common Shares |
98,800.00 |
24,700.00 |
|
12/20/2005 |
1 |
Deans Knight Equity Growth Fund - Trust Units |
82,239.35 |
34.44 |
|
03/02/2006 |
10 |
Dejour Enterprises Ltd. - Common Shares |
7,950,000.00 |
5,300,000.00 |
|
03/16/2006 |
9 |
DynaMotive Energy Systems Corporation - Warrants |
2,398,137.00 |
292,774.00 |
|
12/30/2005 |
30 |
Echo Energy Canada Inc. - Units |
1,162,500.00 |
930,000.00 |
|
01/26/2006 |
14 |
First Leaside Fund - Trust Units |
422,415.00 |
367.32 |
|
01/31/2006 |
8 |
Flatiron Trust - Trust Units |
3,150,000.00 |
2,090.08 |
|
03/06/2006 |
66 |
Forum Development Corp. - Flow-Through Shares |
3,904,800.00 |
4,836,000.00 |
|
03/14/2006 |
5 |
Freewest Resources Canada Inc. - Common Shares |
39,000.00 |
200,000.00 |
|
01/09/2006 to 02/07/2006 |
20 |
Fresco Microchip Inc. - Preferred Shares |
7,028,550.07 |
530,000.00 |
|
03/15/2006 |
10 |
Galazar Networks Inc. - Preferred Shares |
7,555,531.87 |
13,000,639.00 |
|
03/13/2006 to 03/17/2006 |
20 |
General Motors Acceptance Corporation of Canada, Limited - Notes |
6,226,496.54 |
6,226,496.54 |
|
03/16/2006 |
6 |
GFM Resources Limited - Common Shares |
170,000.00 |
425,000.00 |
|
02/17/2006 |
1 |
GMO Developed World Equity Investment Fund - Units |
91,344.27 |
3,036.31 |
|
03/13/2006 |
5 |
Gold-Ore Resources Ltd. - Common Shares |
247,000.00 |
950,000.00 |
|
03/15/2006 |
33 |
Goldcrest Resources Ltd. - Units |
5,105,000.00 |
12,762,500.00 |
|
12/21/2005 to 01/06/2006 |
2 |
Hawk Precious Minerals Inc. - Common Shares |
35,408.90 |
140,889.00 |
|
03/16/2006 |
1 |
Ikanos Communications Inc. - Common Shares |
5,440,494.38 |
225,000.00 |
|
03/13/2006 to 03/17/2006 |
114 |
ILI Technologies (2002) Corp. - Units |
1,938,959.10 |
4,308,798.00 |
|
02/24/2006 |
15 |
Impatica Inc. - Notes |
532,980.90 |
532,980.90 |
|
03/23/2006 |
15 |
International PBX Ventures Ltd. - Units |
685,599.75 |
1,246,545.00 |
|
03/15/2006 |
8 |
Ittihad Capital Corporation - Common Shares |
119,183.04 |
24,928.00 |
|
03/17/2006 |
1 |
Jacobi Systems Corp. - Common Shares |
600,000.00 |
727,273.00 |
|
01/18/2006 |
15 |
JML Resources Ltd. - Receipts |
246,000.00 |
1,230,000.00 |
|
03/01/2006 |
34 |
Kimber Resources Inc. - Common Shares |
14,095,000.00 |
3,990,000.00 |
|
02/27/2006 |
88 |
King's Bay Gold Corporation - Units |
2,791,271.00 |
1,575,100.00 |
|
03/09/2006 |
43 |
Landmark Oil & Gas Corp. - Common Shares |
500,000.00 |
833,334.00 |
|
03/09/2006 |
31 |
Landmark Oil & Gas Corp. - Units |
1,250,000.00 |
2,500,000.00 |
|
02/28/2006 |
2 |
Laurion Gold Inc. - Common Shares |
92,375.00 |
302,608.00 |
|
09/20/2005 to 01/31/2006 |
5 |
Legg Mason Absolute Return Master Trust - Units |
1,213,054,051.49 |
118,368,694.05 |
|
12/31/2005 to 01/31/2006 |
2 |
Legg Mason Absolute Return Trust - Units |
55,682,794.57 |
5,564,238.65 |
|
01/01/2005 to 12/31/2005 |
8 |
LifePoints Balanced Growth Portfolio - Units |
12,959,577.91 |
41,321.80 |
|
01/01/2005 to 12/31/2005 |
3 |
LifePoints Balanced Income Portfolio - Units |
4,001,043.79 |
5,338.01 |
|
01/01/2005 to 12/31/2005 |
3 |
LifePoints Long-Term Growth Portfolio - Units |
5,983,238.27 |
19,390.50 |
|
03/16/2006 |
3 |
Luxell Technologies Inc. - Common Shares |
0.00 |
200,000.00 |
|
03/20/2006 |
24 |
Maxim Resources Inc. - Units |
648,400.00 |
3,242,000.00 |
|
02/24/2006 |
81 |
Mediterranean Resources Ltd. - Units |
6,630,650.00 |
26,522,600.00 |
|
02/24/2006 |
1 |
Mediterranean Resources Ltd. - Common Shares |
7,317.00 |
24,390.00 |
|
03/23/2006 |
3 |
Member Partners' Consolidated Properties Limited Partnership - L.P. Units |
295,000.00 |
295,000.00 |
|
03/16/2006 to 03/20/2006 |
54 |
Midlake Oil & Gas Limited - Preferred Shares |
10,177,542.75 |
10,174,999.00 |
|
12/30/2005 |
1 |
Mint Technology Corp. - Common Shares |
625,000.00 |
2,375,523.00 |
|
12/30/2005 |
13 |
Mustang Minerals Corp. - Flow-Through Shares |
259,494.75 |
576,665.00 |
|
02/14/2006 |
4 |
Neotel International Inc. - Units |
62,500.00 |
N/A |
|
12/15/2005 |
8 |
Northern Peru Copper Corp. - Common Shares |
3,097,500.00 |
2,065,000.00 |
|
03/17/2006 |
1 |
NOVX Systems Inc. - Warrants |
1.00 |
N/A |
|
12/21/2005 |
1 |
Observatory Inlet Development Corp. - Flow-Through Shares |
6,250,000.00 |
5,952,381.00 |
|
12/13/2005 |
14 |
Opawica Explorations Inc. - Units |
500,000.00 |
5,000,000.00 |
|
03/14/2006 |
38 |
Optical Molecular Imaging Inc. - Units |
1,624,000.00 |
1,400,000.00 |
|
03/14/2006 |
4 |
Pacific Stratus Energy Ltd. - Loans |
6,000,000.00 |
N/A |
|
06/23/2005 |
1 |
PCJ Canadian Equity Fund - Trust Units |
250,000.00 |
24,044.94 |
|
03/03/2006 |
2 |
Pele Mountain Resources Inc. - Common Shares |
10,650.00 |
30,000.00 |
|
12/20/2005 to 01/06/2006 |
34 |
Petaquilla Minerals Ltd. - Units |
9,467,386.45 |
9,965,670.00 |
|
03/16/2006 |
14 |
Petromin Resources Ltd. - Common Shares |
404,500.00 |
2,696,666.00 |
|
03/15/2006 |
73 |
Pinetree Capital Ltd. - Common Shares |
32,000,400.00 |
3,555,600.00 |
|
03/16/2006 |
8 |
PMIC II Investments Ltd. - Preferred Shares |
339,000.00 |
339,000.00 |
|
03/03/2006 |
8 |
Polaris Geothermal Inc. - Units |
7,946,400.00 |
70.00 |
|
03/15/2006 |
2 |
Priveq III Limited Partnership - L.P. Units |
2,500,000.00 |
2,500.00 |
|
03/23/2005 |
1 |
Queenstake Resources Ltd. - Warrants |
0.06 |
2,000,000.00 |
|
03/03/2006 |
1 |
Real Assets US Social Equity Index Fund - Units |
23,920.00 |
N/A |
|
03/17/2006 |
1 |
Real Assets US Social Equity Index Fund - Units |
5,574.40 |
N/A |
|
03/10/2006 |
1 |
redCity Search Company Inc. - Common Shares |
70,000.00 |
280,000.00 |
|
01/01/2005 to 12/31/2005 |
22 |
Russell Canadian Equity Fund - Units |
43,644,491.83 |
152,505.81 |
|
01/01/2005 to 12/31/2005 |
24 |
Russell Canadian Fixed Income Fund - Units |
66,102,907.56 |
453,733.88 |
|
01/01/2005 to 12/31/2005 |
22 |
Russell Overseas Equity Fund - Units |
36,580,573.60 |
232,046.63 |
|
01/01/2005 to 12/31/2005 |
28 |
Russell US Equity Fund - Units |
60,272,750.43 |
296,733.42 |
|
03/23/2006 |
29 |
San Gold Corporation - Debentures |
1,967,000.00 |
1,967,000.00 |
|
02/28/2006 |
2 |
Schooner Trust - Certificate |
33,472,068.00 |
N/A |
|
01/06/2005 to 12/29/2005 |
9 |
SEAMARK Pooled Balanced Fund - Units |
12,561,699.92 |
852,898.24 |
|
03/15/2006 |
13 |
Sedex Mining Corp. - Units |
270,000.00 |
4,499,999.00 |
|
03/23/2006 |
1 |
SMART Trust - Notes |
2,303,918.44 |
1.00 |
|
09/19/2005 to 10/31/2005 |
2 |
Sonami Communications Inc. - Common Shares |
102,400.00 |
3,000.00 |
|
01/06/2006 |
1 |
Sonami Communications Inc. - Common Shares |
150,000.00 |
187,500.00 |
|
03/13/2006 |
2 |
Stinson Hospitality Inc. - Notes |
325,000.00 |
325,000.00 |
|
02/28/2005 to 06/30/2005 |
8 |
Successful Investor American Fund - Trust Units |
833,000.00 |
62,230.14 |
|
02/28/2006 to 09/30/2005 |
16 |
Successful Investor Canadian Fund - Trust Units |
1,218,226.57 |
28,932.48 |
|
03/31/2005 to 11/30/2005 |
15 |
Successful Investor Growth & Income Fund - Trust Units |
1,810,734.02 |
75,199.47 |
|
01/31/2005 to 12/31/2005 |
28 |
Successful Investor Stock Picker Fund - Trust Units |
3,044,702.69 |
114,735.27 |
|
03/14/2006 |
29 |
Synodon Inc. - Common Shares |
336,106.00 |
840,000.00 |
|
12/30/2005 |
15 |
Tadem Resources Ltd. - Units |
3,028,161.25 |
104,150,000.00 |
|
01/31/2006 |
1 |
TD Harbour Capital Canadian Balanced Fund - Trust Units |
165,000.00 |
1,177.98 |
|
02/01/2006 to 02/28/2006 |
29 |
TD Harbour Capital Commodity Fund - Trust Units |
11,405,000.00 |
112,965.00 |
|
01/31/2006 |
7 |
TD Harbour Capital Commodity Fund - Trust Units |
1,240,000.00 |
12,400.00 |
|
02/28/2006 |
18 |
Texada Software Inc. - Units |
1,100,000.00 |
1,100.00 |
|
02/28/2006 |
126 |
The Buffalo Oil Corporation - Common Shares |
4,000,001.40 |
2,222,223.00 |
|
03/15/2006 |
42 |
The Buffalo Oil Corporation - Common Shares |
999,999.00 |
555,555.00 |
|
03/07/2006 |
65 |
The Skor Food Group Inc. - Receipts |
9,000,000.00 |
7,500,000.00 |
|
01/01/2005 to 12/31/2005 |
91 |
Tremont Core Diversified Fund - Trust Units |
9,048,940.63 |
98,243.28 |
|
02/28/2006 |
12 |
Trez Capital Corporation - Mortgage |
7,950,000.00 |
7,950,000.00 |
|
01/01/2005 to 12/31/2005 |
45 |
UBS (Canada) American Equity Fund - Units |
9,481,471.63 |
581,549.15 |
|
01/01/2005 to 12/31/2005 |
2 |
UBS (Canada) Balanced Capped Fund - Units |
4,266,714.73 |
425,852.99 |
|
01/01/2005 to 12/31/2005 |
51 |
UBS (Canada) Balanced Fund - Units |
177,854,438.32 |
7,421,371.99 |
|
01/01/2005 to 12/31/2005 |
74 |
UBS (Canada) Bond Fund - Units |
122,409,058.66 |
6,396,946.73 |
|
01/01/2005 to 12/31/2005 |
5 |
UBS (Canada) Canada Plus Equity Fund - Units |
27,334,535.47 |
1,568,728.32 |
|
01/01/2005 to 12/31/2005 |
12 |
UBS (Canada) Canadian Equity Capped Fund - Units |
13,183,029.06 |
1,270,146.60 |
|
01/01/2005 to 12/31/2005 |
75 |
UBS (Canada) Canadian Equity Fund - Units |
400,347,724.45 |
1,988,428.10 |
|
01/01/2005 to 12/31/2005 |
14 |
UBS (Canada) Diversified Fund - Units |
35,424,786.85 |
1,831,228.65 |
|
01/01/2005 to 12/31/2005 |
8 |
UBS (Canada) Global Bond Fund - Units |
1,997,352.59 |
190,697.79 |
|
01/01/2005 to 12/31/2005 |
27 |
UBS (Canada) Global Equity Fund - Units |
76,669,035.25 |
4,415,053.38 |
|
01/01/2005 to 12/31/2005 |
8 |
UBS (Canada) Government of Canada Money Market Fund - Units |
69,854,686.70 |
59,646,044.42 |
|
01/01/2005 to 12/31/2005 |
46 |
UBS (Canada) International Equity Fund - Units |
39,849,239.77 |
399,791.24 |
|
01/01/2005 to 12/31/2005 |
110 |
UBS (Canada) Money Market Fund - Units |
1,318,547,371.64 |
109,053,273.89 |
|
01/01/2005 to 12/31/2005 |
15 |
UBS (Canada) Small Cap Fund - Units |
25,422,109.95 |
544,001.76 |
|
01/01/2005 to 12/31/2005 |
28 |
UBS (Canada) U.S. Equity Fund - Pooled Fund Units - Units |
10,277,500.72 |
63,287.33 |
|
03/23/2006 |
1 |
United Bolero Development Corp. - Flow-Through Shares |
500,000.00 |
1,000,000.00 |
|
03/06/2006 |
55 |
Universal Uranium Ltd. - Units |
4,601,750.25 |
6,135,667.00 |
|
03/20/2006 |
19 |
Uranium Power Corp. - Units |
1,500,000.00 |
3,750,000.00 |
|
03/15/2006 |
29 |
Valencia Ventures Inc. - Units |
2,000,000.00 |
7,393,750.00 |
|
02/27/2006 |
1 |
Vigil Locating Systems Corporation - Common Shares |
24,000.00 |
300,000.00 |
|
03/15/2006 |
235 |
Walton GGH Simcoe Heights 2 Corporation - Common Shares |
3,456,050.00 |
345,605.00 |
|
03/13/2006 |
3 |
Wharton Resources Limited - Debentures |
85,000.00 |
85,000.00 |
|
Issuer Name:
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Project #907667
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Project #907118
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Project #905032
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Project #904835
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Project #906043
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Project #905513
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Project #902123
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Project #904990
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Project #907060
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Project #905273
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Project #901417
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Project #886045
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Project #732315
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Project #901129
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Project #787584/888495
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Project #900896
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Project #902624
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Project #882620
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Project #902488
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Project #876702
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Project #897336
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Project #892321
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Project #901788
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Project #892019
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Project #901067
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Project #866070
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Project #897873
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Project #842489
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Project #666731
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Project #873327
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Project #822832
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Type |
Company |
Category of Registration |
Effective Date |
|
|||
New Registration |
Arden Asset Management LLC |
International Adviser (Investment |
March 28, 2006 |
Counsel & Portfolio Manager) |
|||
|
|||
New Registration |
Roundtable Capital Partners Inc. |
Limited Market Dealer, |
March 27, 2006 |
Investment Counsel and Portfolio |
|||
Manager |
|||
|
|||
New Registration |
Pathway Capital Management, LLC |
International Adviser (Investment |
March 27, 2006 |
Counsel & Portfolio Manager) |
|||
|
|||
Change of Category |
Standard Life Investments Inc. |
From: Investment Counsel & |
March 23, 2006 |
Portfolio Manger |
|||
|
|||
To: Investment Counsel & |
|||
Portfolio Manager, Limited Market |
|||
Dealer |
|||
|
|||
Suspended based |
Morrison Williams Investment Management |
Limited Market Dealer and |
March 24, 2006 |
on the firm's |
Ltd. |
Investment Counsel and Portfolio |
|
consent to |
Manager |
||
suspension under |
|||
Rule 33-501 -- |
|||
Surrender of |
|||
Registration |
|||
MFDA Sets Date for Barry James Coleman Hearing in Moncton, New Brunswick
NEWS RELEASE
For immediate release
MFDA SETS DATE FOR
BARRY JAMES COLEMAN HEARING
IN MONCTON, NEW BRUNSWICK
March 28, 2006 (Toronto, Ontario) - The Mutual Fund Dealers Association of Canada ("MFDA") commenced a disciplinary proceeding in respect of Barry James Coleman by Notice of Hearing dated December 19, 2005.
As specified in the Notice of Hearing, the first appearance in this proceeding took place on February 8, 2006 before a 3-member Hearing Panel of the MFDA Atlantic Regional Council at which time the hearing of this matter on its merits was scheduled to take place on April 18, 2006.
The hearing on its merits has been rescheduled to take place on Monday, May 29, 2006 at 9:00 a.m. (Atlantic), or as soon thereafter as the hearing can be held, in the Hearing Room located at the Crowne Plaza Hotel, Executive Room, 1005 Main Street, Moncton, New Brunswick. The hearing will be open to the public, except as may be required for the protection of confidential matters.
A copy of the Notice of Hearing is available on the MFDA web site at www.mfda.ca.
The Mutual Fund Dealers Association of Canada is the self-regulatory organization for Canadian mutual fund dealers. The MFDA regulates the operations, standards of practice and business conduct of its 176 Members and their approximately 75,000 Approved Persons with a mandate to protect investors and the public interest.
For further information, please contact: