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Ampal-American Israel Corporation - s. 144
Headnote
Application by an issuer for a revocation of a cease trade order issued by the Commission - cease trade order issued because the issuer had failed to file certain interim financial statements and mangement's discussion and analysis as required by Ontario securities law - defaults subsequently remedied and the issuer is otherwise not in default of Ontario Securities law - cease trade order revoked.
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, CHAPTER S.5, AS AMENDED
(the "Act")
AND
IN THE MATTER OF
AMPAL-AMERICAN ISRAEL CORPORATION
(the "Applicant")
ORDER
(Section 144)
WHEREAS the securities of the Applicant are subject to an order dated December 1, 2006 by the Director made pursuant to paragraph 2 and paragraph 2.1 of subsection 127(1) of the Act (the "Cease Trade Order") directing all trading in and acquisitions of the securities of the Applicant, whether direct or indirect, cease until the Cease Trade Order is revoked by the Director;
AND WHEREAS the Applicant has made an application to the Ontario Securities Commission (the "Commission) for an order pursuant to section 144 of the Act revoking the Cease Trade Order;
AND UPON the Applicant having represented to the Commission that:
1. The Applicant is a corporation formed under the laws of New York in 1942 with its principal place of business located in New York, New York. The Applicant is subject to the reporting requirements of the United States Securities Exchange Act of 1934, as amended (the "1934 Act").
2. The Applicant is a reporting issuer under the Act.
3. The authorized capital of the Applicant consists of 100,000,000 Class A Stock ("Common Stock") with a par value of $1, of which 57,702,532 shares of Common Stock were issued and outstanding as of April 29, 2008.
4. The Common Stock of the Applicant is listed on Nasdaq Global Market System under the symbol "AMPL".
5. The Applicant's Series A and Series B Debentures are listed on the Tel-Aviv Stock Exchange.
6. No other securities of any other class or series are outstanding.
7. The number of Common Stock registered in the names of persons with addresses in Ontario and reported by Broadridge Financial Solutions, Inc. to be owned beneficially (but not of record) by shareholders resident in Ontario and the aggregate number of registered shareholders and beneficial owners (but not of record) with addresses in Ontario as at April 15, 2008 is as follows:
8. The number of Common Stock registered in the names of persons with addresses in Canada (outside Ontario) and reported by Broadridge Financial Solutions, Inc. to be owned beneficially (but not of record) by shareholders resident in Canada (outside Ontario) and the aggregate number of registered shareholders and beneficial owners (but not of record) with addresses in Canada (outside Ontario) as at April 15, 2008 is as follows
9. The Applicant does not believe that any of its Series A or Series B Debentures are held of record or beneficially by residents of Canada.
10. The Cease Trade Order was issued because the Applicant failed to file with the Commission within the prescribed time its interim financial statements for the nine-month period ended September 30, 2006 and management's discussion and analysis relating to the interim financial statements for the nine-month period ended September 30, 2006 (the "Continuous Disclosure Documents").
11. The Applicant failed to file its Continuous Disclosure Documents as a result of an oversight in instructing those responsible for EDGAR filings to concurrently file the required documents with the Commission.
12. The Applicant subsequently filed with the Commission the Continuous Disclosure Documents.
13. The Applicant is not in default of any of its obligations under the Act as a reporting issuer.
14. The Applicant is a "foreign issuer (SEDAR)" as that term is defined in National Instrument 13-101 -- System for Electronic Document Analysis and Retrieval (SEDAR) ("NI 13-101"), and has not elected to become an electronic filer in accordance with subsection 2.1(2) of NI 13-101.
15. The Applicant's securities were previously the subject of a cease trade order which was revoked by an order dated June 6, 2006. The previous cease trade order was issued because the Applicant failed to file with the Commission within the prescribed time its annual financial statements for the years ended December 31, 2003 and December 31, 2004, as well as its interim statements for the periods ended March 31, 2004, June 30, 2004, September 30, 2004, March 31, 2005, June 30, 2005 and September 30, 2005. The Applicant failed to file such documents as a result of a compliance oversight after a corporate restructuring of the Applicant.
16. To avoid defaults in future periods, the Applicant has adopted a process whereby one officer of the Applicant has been formally designated as the officer responsible for making all required filings with the Commission. The Applicant has also instructed its U.S. counsel to file with the Commission all documents it is asked by the Applicant to file with the Securities and Exchange Commission on EDGAR, unless such documents are not required to be filed with the Commission.
17. Based on preliminary information provided by the Applicant's transfer agent, residents of Canada do not directly or indirectly beneficially own more than 2% of the number of shares of Common Stock outstanding.
18. Based on preliminary information provided by the Applicant's transfer agent, residents of Canada do not directly or indirectly comprise more than 2% of the total number of security holders of the Applicant.
19. The Applicant has not in the last 12 months filed a prospectus in Canada in respect of an offering of securities in Canada or made application to list any securities on a Canadian marketplace or exchange.
AND UPON considering the Application and the recommendation of the staff of the Commission;
AND UPON the Commission being satisfied that it would not be prejudicial to the public interest to revoke the Cease Trade Order;
IT IS ORDERED under section 144 of the Act that the Cease Trade Order is revoked.
DATED 27th day of May, 2008.
"Michael Brown"
Assistant Manager, Corporate Finance
Ontario Securities Commission