JPY Holdings Ltd. - 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 annual and interim financial statements and mangement's discussion and analysis of financial condition and results of operations 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., s. 144.
IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990 C. S.5, AS AMENDED
(THE "ACT")
AND
IN THE MATTER OF
JPY HOLDINGS LTD. ("JPY")
ORDER
(Section 144)
WHEREAS the securities of JPY are subject to a temporary cease trade order dated June 6, 2003 made pursuant to paragraph 2 of subsection 127(1) and subsection 127(5) of the Act, as extended by a further order dated June 18, 2003 made pursuant to subsection 127(8) of the Act (collectively, the "Cease Trade Order") ordering that trading in securities of JPY cease until the Cease Trade Order is revoked by the Ontario Securities Commission (the "Commission");
AND WHEREAS JPY has applied to the Commission pursuant to section 144 of the Act (the "Application") for a revocation of the Cease Trade Order;
AND WHEREAS JPY has represented to the Commission that:
1. JPY was incorporated under the laws of the Province of British Columbia on May 13, 1985 and was continued under the laws of the Province of Ontario on June 29, 1993.
2. JPY is a reporting issuer under the securities legislation of the provinces of British Columbia, Alberta and Ontario.
3. The authorized share capital of JPY consists of an unlimited number of common shares (the "Common Shares") and an unlimited number of first preference shares (the "First Preference Shares"). As at October 15, 2007, 8,269,659 Common Shares were issued and outstanding and nil First Preference Shares were issued and outstanding.
4. The Common Shares were listed and posted for trading on the NEX Board of the TSX Venture Exchange (the "NEX") and were delisted effective March 30, 2005 following JPY's failure to pay required fees.
5. The Cease Trade Order was issued as a result of JPY's failure to file its audited annual financial statements and Management's Discussion and Analysis ("MD&A") for the year ended December 31, 2002 (the "2002 Financial Documents") and its unaudited interim financial statements and MD&A for the three months ended March 31, 2003 (the "Q1 2003 Financial Documents").
6. The British Columbia Securities Commission also issued a cease trade order (the "BC CTO") dated June 3, 2003 relating to JPY's failure to file the 2002 Financial Documents and the Q1 2003 Financial Documents.
7. The Alberta Securities Commission also issued a cease trade order (the "Alberta CTO") dated September 12, 2003 relating to JPY's failure to file the 2002 Financial Documents and the Q1 2003 Financial Documents. JPY has applied to have each of the BC CTO and the Alberta CTO revoked.
8. Subsequent to the issuance of the Cease Trade Order, JPY filed its unaudited interim financial statements and MD&A for the six months ended June 30, 2003 (the "Q2 2003 Financial Documents") but failed to file its audited annual financial statements and MD&A for the year ended December 31, 2003 and its unaudited interim financial statements and MD&A for the nine months ended September 30, 2003 (the "2003 Financial Documents" and the "Q3 2003 Financial Documents," respectively), its audited annual financial statements and MD&A for the year ended December 31, 2004 as well as all unaudited interim financial statements and MD&A for such period (the "2004 Financial Documents" and the "2004 Interim Financial Documents," respectively), its audited annual financial statements and MD&A for the year ended December 31, 2005 as well as all unaudited interim financial statements and MD&A for such period (the "2005 Financial Documents" and the "2005 Interim Financial Documents," respectively), its audited annual financial statements and MD&A for the year ended December 31, 2006 as well as all unaudited interim financial statements and MD&A for such period (the "2006 Financial Documents" and the "2006 Interim Financial Documents," respectively), and its unaudited interim financial statements and MD&A for the three months ended March 31, 2007 and for the six months ended June 30, 2007 (collectively, the "2007 Interim Financial Documents").
9. On October 15, 2003, JPY filed the 2002 Financial Documents, the Q1 2003 Financial Documents and the Q2 2003 Financial Documents. JPY subsequently filed the Q3 2003 Financial Documents, the 2003 Financial Documents and the 2004 Interim Financial Documents.
10. On October 5, 2007, JPY filed with the Commission the 2004 Financial Documents, the 2005 Financial Documents, the 2006 Financial Documents and the Interim 2007 Financial Documents on SEDAR together with the required chief executive officer and chief financial officer certifications for such periods as required by Multilateral Instrument 52-109 -- Certification of Disclosure in Issuers' Annual and Interim Filings.
11. JPY held an annual and special meeting of its shareholders (the "Meeting") on September 27, 2007, at which it sought (a) the election of directors, (b) the appointment of auditors, and (c) approval to continue under the Canada Business Corporations Act. The Meeting was adjourned to October 4, 2007, at which time the 2004 Financial Documents, the 2005 Financial Documents, the 2006 Financial Documents and the Interim 2007 Financial Documents were placed before the shareholders. In connection with the Meeting, JPY filed on SEDAR and mailed to its shareholders a notice of meeting and management information circular.
12. The SEDAR and SEDI profiles of JPY are up to date.
13. JPY has paid all outstanding participation fees, filing fees and late fees which are owing to the Commission.
14. Except for its failure to file the 2005 Interim Financial Documents and the 2006 Interim Financial Documents together with the required chief executive officer and chief financial officer certifications for such periods, to the best of its knowledge, JPY is not in default of any requirements of the Act or the rules and regulations made thereunder.
AND UPON considering the Application and the recommendation of 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 be and is hereby revoked.
DATED at Toronto this 29 day of October, 2007.