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Santa's Village Limited - ss. 74(1)
Headnote
Exemption from section 25 of the Act for activitiesrelating to the preparation, maintenance and dissemination bythe issuer and its agents of a list of persons and companiesthat have informed the issuer of their desire to purchase orsell common shares of the issuer.
Statutes Cited
Securities Act, R.S.O. 1990, c. S.5, as am.,ss. 1(1), 25, 74(1).
IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990, CHAPTER S.5,AS AMENDED (the "Act")
AND
IN THE MATTER OF
SANTA'S VILLAGE LIMITED
RULING
(Subsection 74(1))
UPON the application (the "Application")of Santa's Village Limited (the "Issuer") to the OntarioSecurities Commission (the "Commission") for a rulingpursuant to subsection 74(1) of the Act that the Issuer andits directors, officers, employees and other agents shall notbe subject to section 25 of the Act in respect of any activitiesrelating to the maintenance and dissemination by the Issuerof a list of persons and companies that have informed the Issuerof their desire to purchase or sell common shares ("CommonShares") of the Issuer;
AND UPON considering the Applicationand the recommendation of staff of the Commission;
AND UPON the Issuer having representedto the Commission that:
1. The Issuer is a corporation incorporatedunder the laws of Ontario and a reporting issuer under theAct that is not in default of any requirement of the Act orthe regulations made thereunder.
2. The Issuer carries on the business of operatinga theme park called "Santa's Village" in the Townof Bracebridge, Ontario.
3. The Issuer was incorporated in 1954, atthe initiative of members of the business community and municipalcouncil of Bracebridge, to establish and operate Santa's Villageand thereby draw visitors to Bracebridge.
4. The issued and outstanding share capitalof the Issuer consists exclusively of Common Shares, of which252,980 are currently issued and outstanding.
5. According to the books and records of theIssuer:
(i) there are approximately 300 holdersof Common Shares;
(ii) persons or companies having addressesin Bracebridge and the surrounding area hold, in the aggregate,approximately 75 per cent of the Common Shares;
(iii) over 75 per cent of the holders ofCommon Shares each hold 500 Common Shares or less and approximately45 per cent of the holders of Common Shares each hold 100Common Shares or less; and
(iv) no person or company holds more than20 per cent of the Common Shares.
5(a). There is currently no public marketfor the Common Shares and none is expected to develop.
6. From time to time the Issuer has receivedfrom holders of Common Shares requests for assistance in identifyingpotential purchasers of Common Shares.
7. The Issuer has also received from holdersof Common Shares and from persons or companies who are notholders of Common Shares requests for assistance in identifyingpotential sellers of Common Shares.
8. In order to assist holders of Common Shareswho may, from time to time, wish to sell some or all of theirCommon Shares, the Issuer proposes to prepare and maintaina list (the "List") that contains the followinginformation:
(i) the names of holders of Common Shareswho have informed the Issuer that they may be interestedin selling their Common Shares, including the number ofCommon Shares where the holder has so informed the Issuer;
(ii) the names of persons and companieswho have informed the Issuer that they may be interestedin purchasing Common Shares, including the number of CommonShares where the person or company has so informed the Issuer;
(iii) the address and/or other informationthat may be used to contact the persons and companies referredto in paragraphs (i) and (ii) above; and
(iv) the text set out in Appendix "A".
9. The List will not include any informationconcerning the price or prices at which any person or companyis interested in purchasing or selling Common Shares, anyrecommendation or other advice concerning the purchase orsale of Common Shares, or any information concerning previouspurchases or sales of Common Shares.
10. The Issuer proposes to make known thefact that it maintains the List and proposes to furnish copiesof the List, without charge, to persons and companies whorequest the List.
11. Because the definitions of "trade"and "trading" in subsection 1(1) of the Act includeany act, advertisement, solicitation or conduct directly orindirectly in furtherance of any sale or disposition of asecurity for valuable consideration, the following activitieswhich may be undertaken by the Issuer in relation to the Listthrough its directors, officers, employees or other agents(the "Issuer's Activities") may constitute tradesor trading:
(i) receiving from persons or companiesthe information in paragraph 8, above, for inclusion inthe List;
(ii) preparing and maintaining the List,making known the fact that it maintains the List and theavailability of the List, and furnishing copies of the Listand making it available to persons or companies who requestit; and
(iii) other activities directly or indirectlyin furtherance of the foregoing.
12. The Issuer believes that the Issuer'sActivities will serve to provide holders of Common Shareswith a measure of liquidity that does not now exist.
AND UPON the Commission being satisfiedthat to do so would not be prejudicial to the public interest;
IT IS RULED, pursuant to subsection 74(1)of the Act, that the Issuer's Activities shall not be subjectto section 25 of the Act.
July 30, 2002
"Howard I. Wetston" "RobertW. Korthals"
Appendix "A"
Compliance with SecuritiesLaws
Under Ontario's Securities Act, a person whosells shares must be registered to do so, unless an exemptionfrom the registration requirement is available to the seller.Exemptions available to a seller may include, (i) a sale ofshares handled solely through a registered investment dealer,and (ii) an isolated sale of shares that is not made in thecourse of continued and successive transactions of a like natureand is not made by someone whose usual business is trading inshares or other securities.
Santa's Village Limited maintains this listsolely to assist its shareholders to identify possible buyersof their shares. Santa's Village assumes no responsibility forensuring compliance with the requirements of applicable securitieslaws, and this statement is not intended and should not be treatedas legal advice to any person. Sellers should obtain their ownlegal advice with respect to securities law requirements.