Section 144 -- Application by an issuer for a full revocation of a cease trade order issued by the Commission -- cease trade order issued because the issuer had failed to file certain continuous disclosure materials required by Ontario securities law -- defaults subsequently remedied by bringing continuous disclosure filings up-to-date -- cease trade order revoked.
Applicable Legislative Provisions
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 BW PARK PLACE LIMITED PARTNERSHIP (the "Issuer")
ORDER (Section 144)
WHEREAS the securities of the Issuer are subject to a cease trade order (the "Cease Trade Order") issued by the Director on April 29, 2011 ("Cease Trade Order Date") pursuant to subsection 127(1) of the Act ordering that all trading in the securities of the Issuer, whether direct or indirect, cease until the Cease Trade Order is revoked by the Director;
WHEREAS the Cease Trade Order was made on the basis that the Issuer was in default of certain filing requirements under Ontario securities law as described in the Cease Trade Order;
AND WHEREAS the Issuer has applied (the "Application") to the Ontario Securities Commission (the "Commission") for an order that the Cease Trade Order be revoked pursuant to Section 144 of the Act;
AND UPON the Issuer having represented to the Commission as follows:
1. The Issuer is a limited partnership formed under the laws of Ontario pursuant to a limited partnership agreement dated December 31, 1987 (the "Limited Partnership Agreement").
2. The Issuer owns and, through its general partner, operates an all-suites hotel in the City of Welland, Ontario operating as Best Western Rose City Suites.
3. The General Partner of the Issuer is Rose City Suites Limited, and its head office is located in Burlington, Ontario.
4. The issued securities of the Issuer consist of 50 Class D limited partnership units (all of which are held by the General Partner), 1840 Class F limited partnership units and 640 Class G limited partnership units.
5. The Issuer is a reporting issuer in the Province of Ontario and is not a reporting issuer or equivalent under the securities legislation of any other jurisdiction in Canada.
6. No securities of the Issuer, including debt securities, are traded in Canada on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported and the Issuer has no present intention of trading or listing on any such facility.
7. The Issuer is subject to the Cease Trade Order issued by the Commission as a result of the audit report relating to the Issuer's comparative annual financial statements for the years ended December 31, 2010 and 2009 containing a scope limitation and therefore not being in compliance with the requirements prescribed by section 4.3(a) of National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards.
8. Since the Cease Trade Order Date, the Issuer has continued to make all continuous disclosure filings as required under National Instrument 51-102 Continuous Disclosure Obligations, including the filing of comparative annual financial statements for the years ended December 31, 2012, 2011 and 2010 containing audit reports that do not contain a scope limitation. Other than the scope limitation in the Issuer's comparative annual financial statements for the years ended December 31, 2010 and 2009 and the resulting Cease Trade Order, the Issuer is not in default of any of its obligations under the Act or the rules and regulations made pursuant thereto.
9. Since the Cease Trade Order Date, there have been no material changes in the business, operations or affairs of the Issuer.
10. The Issuer has paid all outstanding participation, activity and late filing fees that are required to be paid in the Province of Ontario.
11. The Issuer is in compliance with its annual meeting requirements as set out in the Limited Partnership Agreement.
12. The Issuer's SEDAR profile and SEDI profile are up-to-date.
13. Upon the issuance of this revocation order, the Issuer will issue a news release announcing the revocation of the Cease Trade Order. The Issuer will concurrently file the news release regarding the revocation of the Cease Trade Order on SEDAR.
AND UPON considering the application and the recommendation of the 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 Cease Trade Order is hereby revoked.
DATED on this 13th day of June, 2014.