Deer Ridge Village Limited Partnership and Everest Canadian Properties Company - s. 144

Headnote

Partial revocation of a cease trade order to allow offeror to take-up and pay for securities tendered under a take-over bid.

Statutes Cited

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

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, c. S.5, AS AMENDED (the "Act")

AND

IN THE MATTER OF

DEER RIDGE VILLAGE LIMITED PARTNERSHIP

AND EVEREST CANADIAN PROPERTIES COMPANY

("EVEREST" OR THE "Applicant")

ORDER

(Section 144)

WHEREAS the securities of Deer Ridge Village Limited Partnership ("Deer Ridge LP") are subject to a cease trade order made by the Manager, Market Operations dated June 5, 1998 pursuant to subsection 127(8) of the Act, which order was made in connection with a temporary cease trade order made by the Manager, Market Operations dated May 25, 1998 pursuant to subsections 127(1) and 127(5) of the Act (collectively, the "Cease Trade Order") directing that trading in the securities of Deer Ridge LP cease unless revoked by a further order of revocation;

AND WHEREAS on August 18, 2006, the Applicant made an offer to purchase, pursuant to the rules for take-over bids applicable to such offer, on and subject to the terms and conditions of the offer and circular, all of the outstanding securities of Deer Ridge LP (the "Offer").

AND WHEREAS the Applicant has applied to the Ontario Securities Commission (the "Commission") pursuant to section 144 of the Act for a partial revocation of the Cease Trade Order.

AND WHEREAS the Applicant has represented to the Commission that:

1. Deer Ridge LP is a limited partnership registered under the Partnership Act (Alberta) on September 22, 1980, and has been a reporting issuer under the Act since 1981. Deer Ridge LP's general partner, Deer Ridge Village Ltd. has its head office is in Winnipeg, Manitoba (the "General Partner").

2. Deer Ridge LP's authorized capital consists of 4,665,132 units (the "Units"), which are presently held by 151 holders of the Units (the "Unitholders"), including the Applicant. Other than the Units, Deer Ridge LP has no securities, including debt securities, outstanding.

3. Deer Ridge LP is a reporting issuer under the securities legislation of the provinces of Ontario, Manitoba, British Columbia and Alberta. Deer Ridge LP is not a reporting issuer in any other jurisdiction in Canada.

4. The Units are not listed or quoted on any exchange or market in Canada or elsewhere. In addition to the Cease Trade Order under the Act, the securities of Deer Ridge LP are also subject to cease trade orders in Manitoba, British Columbia and Alberta, as described below.

5. The Cease Trade Order and the similar orders in Manitoba (September 26, 2006), British Columbia (May 21, 1998) and Alberta (November 22, 2002) were issued due to the failure by Deer Ridge LP to file with each of the respective commissions interim financial statements and audited annual financial statements for various reporting years (the "Financial Statements") as required by applicable securities legislation.

6. The Applicant is a Nova Scotia Company that has carried on business in Canada since 2001.

7. The Applicant is not a reporting issuer or the equivalent in any jurisdiction in Canada and its securities are not listed or posted for trading on any stock exchange.

8. On August 18, 2006, the Applicant made the Offer at a price of $1.15 in cash per Unit. On September 12, 2006, the General Partner sent to Unitholders a directors' circular in connection with the Offer.

9. The terms of the Cease Trade Order prohibit the Applicant from taking-up any Units tendered pursuant to the terms of the Offer.

10. The Offer expires at 5:00 pm (Toronto time) on October 3, 2006. As of October 2, 2006, 4 Unitholders have tendered Units to the Offer, two of whom are resident in Ontario.

11. The Applicant has concurrently applied for a partial revocation of the cease trade orders in all applicable jurisdictions.

AND WHEREAS considering the Application and the recommendation of staff to the Director;

AND WHEREAS the Director is satisfied that to do so would not be prejudicial to the public interest;

IT IS ORDERED, pursuant to section 144 of the Act, that the Cease Trade Order is hereby partially revoked solely to permit the Applicant to take up and pay for Units that are tendered to the Offer.

DATED October 3rd, 2006.