Centennial Place Apartment Project
Headnote
National Policy 11-206 Process for Cease to be Reporting Issuer Applications -- Application by issuer for a decision that it is no longer a reporting issuer in the jurisdictions -- the issuer is an apartment project that became public by way of a prospectus offering in 1977 -- issuer has less than 51 security holders worldwide -- the issuer conducted a unitholder vote, with 98.39% of the issuer's unitholders voting in favour of an application to cease to be a reporting issuer -- the issuer has confirmed that it will continue to prepare and deliver to unitholders annual audited and semi-annual unaudited financial statements in accordance with unitholder agreements.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, s. 1(10)(a)(ii).
National Policy 11-206 Process for Cease to be a Reporting Issuer Applications.
June 11, 2025
IN THE MATTER OF
THE SECURITIES LEGISLATION OF ONTARIO
(the Jurisdiction)
AND
IN THE MATTER OF
THE PROCESS FOR CEASE TO BE
A REPORTING ISSUER APPLICATIONS
AND
IN THE MATTER OF
CENTENNIAL PLACE APARTMENT PROJECT
(the Filer)
ORDER
Background
The principal regulator in the Jurisdiction has received an application from the Filer for an order under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).
Under the Process for Cease to be a Reporting Issuer Applications (for a passport application):
(a) the Ontario Securities Commission is the principal regulator for this application, and
(b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in Québec.
Interpretation
Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.
Representations
This order is based on the following facts represented by the Filer:
1. The Filer is a project formed under the laws of the Province of Ontario pursuant to a unitholders' agreement dated September 15, 1977, as amended. As the Filer is not a corporation, it is not subject to the Business Corporations Act (Ontario).
2. The Filer is a reporting issuer in Ontario and Québec (the Reporting Jurisdictions).
3. The Filer's head office is located at 2600 Seven Evergreen Place in Winnipeg, Manitoba.
4. The Filer owns and operates a 163-suite residential apartment property located in Belleville, Ontario (the Project). Shelter Canadian Properties Limited (Shelter), a private real estate company involved in property management and development, manages the Project.
5. The Filer's authorized capital consists of 100 units (the Units), of which 100 Units are issued and outstanding as at the date hereof. The Filer has no securities (including debt securities) issued and outstanding, other than the Units.
6. The Filer became a reporting issuer in Ontario and Québec when it distributed securities pursuant to a prospectus dated November 4, 1977 (the Offering). The Offering related to the construction and operation of the Project.
7. Based on the Filer's records, the Units are held by 41 unitholders -- 17 in Ontario, 5 in Québec, 5 in British Columbia, 5 in Manitoba, 5 in Nova Scotia, 2 in Prince Edward Island, 1 in Alberta and 1 in New Brunswick.
8. The current unitholders consist of the original unitholders and unitholders that resulted from foreclosures, liquidation by the original unitholders to an affiliate of Shelter and transfers from the estates of the original unitholders.
9. All of the original unitholders were residents in the Reporting Jurisdictions at the time of the Offering.
10. The Filer is not eligible to cease to be a reporting issuer pursuant to the "simplified procedure" under National Policy 11-206 Process for Cease to be a Reporting Issuer Applications, as the Filer has 17 unitholders in Ontario.
11. The Filer conducted a vote of its unitholders, at a meeting of the unitholders held on February 27, 2025, and a majority of the unitholders voted in favour of the Filer making an application to the Commission to cease to be a reporting issuer, with 98.39% of the votes received being affirmative votes.
12. The Filer's only asset is the Project. The Filer does not intend to acquire any other assets.
13. The Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 -- Issuers Quoted in the U.S. Over-the-Counter Markets.
14. No securities of the Filer, including debt securities, are traded in Canada or another country 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.
15. The Filer is not in default of securities legislation in any jurisdiction.
16. The Filer will continue to prepare and deliver to the unitholders annual audited and semi-annual unaudited financial statements prepared in accordance with the unitholder agreement of the Filer.
17. The Filer, upon the grant of the Order Sought, will no longer be a reporting issuer in any jurisdiction of Canada.
Order
The principal regulator is satisfied that the order meets the test set out in the Legislation for the principal regulator to make the order.
The decision of the principal regulator under the Legislation is that the Order Sought is granted.
"Erin O'Donovan"
Associate Vice President, Corporate Finance
Ontario Securities Commission
OSC File #: 2025/0142