Securities Law & Instruments

Headnote

Section 144 -- full revocation of cease trade order upon remedying of defaults.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144.

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, c. S.5, AS AMENDED

(the "Act")

AND

IN THE MATTER OF

AFRICAN COPPER PLC

 

ORDER

(Section 144)

WHEREAS on June 8, 2009 the Director made an order under paragraph 2 and paragraph 2.1 of subsection 127(1) of the Act (the "Permanent Order") that all trading in and acquisitions of the securities of African Copper PLC (the "Applicant") whether direct or indirect, shall cease until further order by the Director;

AND WHEREAS the Permanent Order was made on the basis that the Applicant was in default of certain filing requirements under Ontario securities law as described in the Permanent Order (the "Default");

AND WHEREAS the Applicant has applied to the Commission for an order pursuant to section 144 of the Act revoking the Permanent Order;

AND UPON the Applicant having represented to the Commission that:

1. The Applicant was incorporated and registered in England and Wales on February 11, 2004 under the United Kingdom Companies Act, 1985, as amended, as a public limited company under the name "Afrinewco PLC". On March 1, 2004, The Applicant changed its name to "African Copper PLC".

2. The Applicant's registered and head office is located at 100 Pall Mall, St. James's, London, United Kingdom, SW1Y 5HP.

3. The securities of the Applicant trade on the Alternative Investment Market of the London Stock Exchange under the symbol "ACU" and on the Botswana Stock Exchange under the symbol "African Copper".

4. The Applicant is a reporting issuer in Ontario, British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland.

5. The authorized share capital of the Applicant consists of 1,495,000,000 ordinary shares (the "Common Shares"), of which 823,429,500 Common Shares are issued and outstanding, and 50,000 preference shares (the "Preference Shares"), of which no Preference Shares are issued and outstanding.

6. The Permanent Order was issued as a result of the Applicant's failure to file its interim financial statements for the three-month period ended March 31, 2009 related management's discussion and analysis ("MD&A") and certificates of interim filings for the interim period ended March 31, 2009 (collectively, the "Continuous Disclosure Documents"), within the prescribed time.

7. The Applicant is also subject to a cease trade order issued by the British Columbia Securities Commission dated May 27, 2009, a cease trade order issued by the Manitoba Securities Commission dated June 4, 2009 and a cease trade order issued by the Autorité des marchés financiers (Quebec) dated May 27, 2009. The Applicant has concurrently applied for a revocation of the such cease trade orders.

8. The delay in filing the Financial Statements and MD&A arose due to the Applicant's inability to complete the planned transactions with Natasa Mining Ltd. (collectively, the "Natasa Transaction") as a result of receiving less than the requisite level of shareholder approval required to proceed with completing the Natasa Transaction at the Applicant's Extraordinary General Meeting (the "EGM") held on May 7, 2009.

9. Following the unexpected results of the vote at the EGM, despite their best efforts and in light of the significant resources required to be devoted to negotiating an alternative transaction with Zambia Copper Investments Limited, management was not able to prepare the Financial Statements and MD&A in time to meet the May 15, 2009 filing deadline.

10. The Applicant filed the Financial Statements and MD&A with the Commission and with the securities regulatory authorities of the Other Reporting Jurisdictions on June 22, 2009 via SEDAR.

11. Following the filing on SEDAR of the Financial Statements, MD&A and related CEO and CFO certificates required by National Instrument 52-109 - Certification of Disclosure in Issuers' Annual and Interim Filings, the Applicant's continuous disclosure record was and is up-to-date and, accordingly, all continuous disclosure documents have been filed with the relevant securities regulatory authorities.

12. The Applicant has paid all outstanding fees to the Commission, including all applicable activity and late filing fees.

13. Upon the issuance of the revocation order, the Applicant will issue a news release and file a material change report on SEDAR.

14. The Applicant's SEDAR and SEDI profiles are up-to-date.

15. The Applicant's annual meeting of its shareholders is scheduled for July 30, 2009.

16. Other than for the Permanent Cease Trade order, the Applicant is not in default of its continuous disclosure obligations under Ontario securities law.

AND WHEREAS the Director being satisfied that it would not be prejudicial to the public interest to revoke the Permanent Order;

IT IS ORDERED, pursuant to section 144 of the Act, that the Permanent Order is revoked.

DATED this 26th day of June, 2009.

"Lisa Enright"
Manager, Corporate Finance Branch