Lonsdale Apartment Project – s. 144

Order

Headnote

National Policy 12-202 Revocation of Certain Cease Trade Orders -- Application by an issuer for a revocation of a cease trade order issued by the Commission in 1992 -- cease trade order issued because the issuer failed to file certain continuous disclosure documents required by Ontario securities law -- The issuer has filed with the Commission all continuous disclosure that it is required to file under Ontario securities law, except for the outstanding filings -- cease trade order revoked.

Applicable Legislative Provisions

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

National Policy 12-202 Revocation of Certain Cease Trade Orders.

IN THE MATTER OF
THE SECURITIES ACT, R.S.O. 1990, c. S. 5, AS AMENDED
(the Act)

AND

IN THE MATTER OF
LONSDALE APARTMENT PROJECT
(the Applicant)

ORDER

(Section 144 of the Act)

WHEREAS the securities of the Applicant are subject to a temporary cease trade order of the Director dated December 16, 1992 made under then subsection 127(3) of the Act, as extended by a further order of the Director dated December 30, 1992 made under then subsection 127(3) of the Act (collectively the Ontario Cease Trade Order), ordering that all trading in the securities of the Applicant cease until the Ontario Cease Trade Order is revoked by a further order of revocation;

AND WHEREAS the Ontario Cease Trade Order was made on the basis that the Applicant was in default of certain filing requirements under Ontario securities law as described in the Ontario Cease Trade Order and below;

AND WHEREAS the Applicant has applied to the Ontario Securities Commission (the Commission) pursuant to section 144(1) of the Act for a full revocation of the Ontario Cease Trade Order;

AND WHEREAS the Applicant has represented to the Commission that:

1. The Applicant is a project formed under the laws of the Province of Ontario pursuant to a unitholders' agreement dated December 1, 1980, as amended. The Applicant's head office is located at 2600 Seven Evergreen Place in Winnipeg, Manitoba.

2. The Applicant owns and operates a 168-suite apartment property located in Windsor, Ontario (the Project). Shelter Canadian Properties Limited, a private real estate company involved in property management and development, manages the Project.

3. The Applicant's authorized capital consists of 150 units (the Units), of which 150 Units are issued and outstanding as at the date hereof. The Applicant has no securities (including debt securities) issued and outstanding, other than the Units and non-convertible mortgage loans which are secured against the Project and the assets of the Applicant.

4. The Applicant is a reporting issuer in the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec and Prince Edward Island (collectively, the Reporting Jurisdictions) and is not a reporting issuer or equivalent in any other jurisdiction in Canada. The Manitoba Securities Commission is the Applicant's principal regulator.

5. The Ontario Cease Trade Order was issued as a result of the Applicant's failure to file certain financial statements within the timeframe stipulated by the applicable legislation (the Outstanding Filings).

6. The Applicant submits that it has since filed with the Commission all continuous disclosure that it is required to file under Ontario securities law, except for the Outstanding Filings. The Applicant has requested that the Commission exercise its discretion, in accordance with sections 6 and 7 of National Policy 12-202 -- Revocation of Certain Cease Trade Orders, to elect not to require the Applicant to file the Outstanding Filings.

7. The Applicant is also subject to:

a. a cease trade order dated July 9, 1992 issued by the British Columbia Securities Commission, as a result of failing to file interim financial statements for the three month period ended September 30, 1991 and for the nine month period ended March 31, 1992;

b. a cease trade order dated February 18, 1993 by the Alberta Securities Commission, as a result of failing to file annual audited financial statements for the year ended June 30, 1992;

c. a cease trade order dated December 6, 1994 issued by the Autorité des marches financiers du Québec, as a result of failing to file its audited annual financial statements for the year ended June 30, 1994; and

d. a cease trade order dated February 7, 2006 issued by the Manitoba Securities Commission, as a result of failing to file its interim financial statements and related management's discussion and analysis for the three month period ended March 31, 2005.

8. The Applicant has concurrently applied to the British Columbia Securities Commission, the Alberta Securities Commission, the Autorité des marches financiers du Québec and the Manitoba Securities Commission for full revocation of the cease trade order issued in each respective jurisdiction.

9. The Applicant submits that it is not in default of securities legislation of Ontario or any other jurisdiction, except for the failure to file the Outstanding Filings. In particular, the Applicant is not in default of its obligations under the Ontario Cease Trade Order or any cease trade order issued in any of the Reporting Jurisdictions.

10. As of the date hereof, the Applicant has paid all outstanding activity and participation fees, filing fees and late fees owing and has filed all forms associated with such payments in each Reporting Jurisdiction.

11. The Applicant held a meeting of unitholders on September 19, 2024.

12. Since the issuance of the Ontario Cease Trade Order, there have not been any material changes in the business, operations or affairs of the Applicant that have not been disclosed to the public.

13. As of the date hereof, the Applicant's profiles on the System for Electronic Document Analysis and Retrieval + (SEDAR+) and the System for Electronic Disclosure by Insiders (SEDI) are up-to-date.

AND UPON considering the application and the recommendation of staff of the Commission;

AND UPON the Director 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 Ontario Cease Trade Order is revoked.

DATED at Toronto, Ontario this 12th day of March, 2025.

"Erin O'Donovan"
Manager, Corporate Finance Division
Ontario Securities Commission

OSC File #: 2025/0001