SeaMiles Limited -- 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 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
SEAMILES LIMITED.
ORDER
(Section 144)
WHEREAS the securities of SeaMiles Limited (the Applicant) are subject to a temporary cease trade order made by the Director dated May 14, 2010 under paragraph 2 of subsection 127(1) and subsection 127(5) of the Securities Act (Ontario) (the Act), as extended by a further order made by the Director dated May 26, 2010 pursuant to subsection 127(1) of the Act (collectively, the Ontario Cease Trade Order) directing that the trading in the securities of the Applicant cease until the Ontario Cease Trade Order is revoked by the Director;
AND WHEREAS the Applicant has made an application to the Ontario Securities Commission (the Commission) pursuant to subsection 144(1) of the Act (the Application) for an order revoking of the Ontario Cease Trade Order;
AND WHEREAS the Applicant has represented to the Commission that:
1. The Applicant was formed by articles of incorporation dated June 2, 1962 in the Province of Ontario under the name Corporate Properties Limited. On November 22, 2006, the Applicant filed articles of amendment to change its name from Corporate Properties Limited to SeaMiles Limited.
2. The Applicant's registered office and principal place of business is located at 555 Wilson Avenue Toronto, Ontario M3H 5Y6.
3. As of the date hereof, the authorized capital of the Applicant consists of an unlimited number of common shares (the Common Shares) of which 12,062,399 are issued and outstanding.
4. The Applicant became a reporting issuer in the Province of Ontario on September 15, 1979 by virtue of being listed on what is now known as the TSX Venture Exchange (the TSXV). The Applicant also became a reporting issuer in the jurisdictions of British Columbia and Alberta on October 10, 2000.
5. The Applicant maintained its reporting issuer status from the above-listed dates to the issuance of the Ontario Cease Trade Order.
6. The Ontario Cease Trade Order was issued in Ontario as a result of the Applicant's failure to file, in accordance with applicable securities laws, audited annual financial statements for the year ended December 31, 2009 along with related management's discussion and analysis and the applicable officer's certificates pursuant to National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (collectively, the Annual Filings) within the prescribed timeframe. Subsequently, the Applicant failed to file its interim financial statements for the periods ended March 31, 2010, June 30, 2010, and September 30, 2010 along with related management's discussion and analysis and the applicable officer's certificates pursuant to NI 52-109 (collectively, the Interim Filings and together with the Annual Filings, the Required Documents).
7. The Applicant filed the Annual Filings on November 24, 2010 and the Interim Filings on February 7 and February 18, 2011 on SEDAR.
8. The Applicant subsequently re-filed the Annual Filings, the Interim Filings and filed the annual financial statements for the year ended December 31, 2010 on SEDAR on May 11, 2011.
9. On May 25, 2011, the Applicant filed restated Annual Filings and restated Interim Filings as well as annual financial statements and management's discussion and analysis with the applicable officer's certificates pursuant to NI 52-109 for the fiscal year ended December 31, 2010. As such, all of the Required Documents have been filed on SEDAR.
10. The Applicant is not in default of any requirements of the Ontario Cease Trade Order or the Act or the rules and regulations made pursuant thereto, subject to the deficiencies outlined in paragraph 6 above.
11. Prior to the issuance of the Ontario Cease Trade Order, the Common Shares of the Applicant were traded on the TSXV. The TSXV suspended trading of the Common Shares of the Applicant on May 14, 2010. No securities of the Applicant are listed or traded on any other stock exchange or market in Canada or elsewhere.
12. The Applicant has been subject to a cease trade order issued by (i) the British Columbia Securities Commission dated May 17, 2010 (the "B.C. Cease Trade Order"); and (ii) the Alberta Securities Commission dated August 26, 2010 (the "Alberta Cease Trade Order") (collectively, with the Ontario Cease Trade Order, the Cease Trade Orders).
13. Since the current management group assumed control of the Applicant in 2005, other than the Cease Trade Orders, the Applicant has not previously been subject to a cease trade order except for four days in May 2005 for the late filing of its audited financial statements for the year ended December 31, 2004.
14. The Applicant has applied to have each of the Cease Trade Orders concurrently revoked.
15. Since the imposition of the Ontario Cease Trade Order, there has been no change in the insiders or controlling shareholders of the Applicant.
16. The Applicant is up-to-date with its other continuous disclosure obligations and has paid all outstanding participation fees, filing fees and late fees associated with those obligations owing to the Commission in connection with the Required Documents and has filed all of the forms associated with such payments.
17. The Applicant's SEDAR and SEDI profiles are up-to-date.
18. The Applicant held an annual general and special meeting of shareholders on December 17, 2010 to, among other things, approve the Annual Financial Statements.
19. The Applicant is not considering, nor is it involved in any discussions relating to a reverse take-over, merger, amalgamation or other form of combination or transaction similar to any of the foregoing.
20. Upon the issuance of this revocation order, the Applicant will issue a press release announcing the revocation of the Cease Trade Orders of the Applicant and outlines the future plans of the Applicant. The Applicant will concurrently file the press release and a material change report on SEDAR.
AND UPON considering the Application and the recommendation of the staff of the Commission;
AND UPON the Director is satisfied that it would not be prejudicial to the public interest to revoke the Ontario Cease Trade Order;
IT IS ORDERED, pursuant to section 144 of the Act, that the Ontario Cease Trade Order is revoked.
DATED at Toronto this 2nd day of June, 2011.