BCSC

Exemption Orders (Discretionary)

ARBOR VALLEY PROJECT LIMITED PARTNERSHIP

2001 BCSECCOM 536

IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418

AND

IN THE MATTER OF ARBOR VALLEY PROJECT LIMITED PARTNERSHIP

AND

IN THE MATTER OF BRIARCREST TOWNHOMES LIMITED PARTNERSHIP

AND

IN THE MATTER OF CASTLEWINDS APARTMENTS LIMITED PARTNERSHIP

AND

IN THE MATTER OF FIELDCREST PROJECT LIMITED PARTNERSHIP

AND

IN THE MATTER OF FOSSIL HILL PROJECT LIMITED PARTNERSHIP

AND

IN THE MATTER OF HUNTINGTON GLEN PROJECT LIMITED PARTNERSHIP

AND

IN THE MATTER OF KINNAIRD PLACE LIMITED PARTNERSHIP

AND

IN THE MATTER OF LAKEVIEW PLACE PROJECT LIMITED PARTNERSHIP

AND

IN THE MATTER OF MAPLE LEAF QUAY PROJECT LIMITED PARTNERSHIP

AND

IN THE MATTER OF PALM SPRINGS APARTMENTS LIMITED PARTNERSHIP

AND

IN THE MATTER OF SOUTHERN HILLS PROJECT LIMITED PARTNERSHIP

AND

IN THE MATTER OF SOUTHERN ONTARIO TOWNHOMES LIMITED PARTNERSHIP

AND

IN THE MATTER OF SUNSET OAKS TOWNHOMES LIMITED PARTNERSHIP

AND

IN THE MATTER OF TALLOWS PROJECT LIMITED PARTNERSHIP

AND

IN THE MATTER OF TALL TIMBERS PROJECT LIMITED PARTNERSHIP

AND

IN THE MATTER OF VANDERBILT PROJECT LIMITED PARTNERSHIP

AND

IN THE MATTER OF LAKESIDE GARDENS RETIREMENT COMMUNITY LIMITED PARTNERSHIP

AND

IN THE MATTER OF CYPRESS LAKE PROJECT LIMITED PARTNERSHIP

AND

IN THE MATTER OF KEVIN ENGLAND

Exemption Order Under Sections 48 and 76

[para 1]
WHEREAS Arbor Valley Project Limited Partnership, Briarcrest Townhomes Limited Partnership, Castlewinds Apartments Limited Partnership, Fieldcrest Project Limited Partnership, Fossil Hill Project Limited Partnership, Huntington Glen Project Limited Partnership, Kinnaird Place Limited Partnership, Lakeview Place Project Limited Partnership, Maple Leaf Quay Project Limited Partnership, Palm Springs Apartments Limited Partnership, Southern Hills Project Limited Partnership, Southern Ontario Townhomes Limited Partnership, Sunset Oaks Townhomes Limited Partnership, Tallows Project Limited Partnership, Tall Timbers Project Limited Partnership, Vanderbilt Project Limited Partnership, Lakeside Gardens Retirement Community Limited Partnership and Cypress Lake Project Limited Partnership (collectively, the “Limited Partnerships”), and Kevin England (the “Promoter”) have applied to the British Columbia Securities Commission for an order under sections 48 and 76 of the Securities Act, R.S.B.C. 1996, c. 418 that certain intended trades in units (the “Units”) of the Limited Partnerships and of any future limited partnerships (the “Future Limited Partnerships”) as may be established or organized by the Promoter, by holders (the “Limited Partners”) of the Units to a Limited Partner in the same Limited Partnership are exempt from the requirements of sections 34(1)(a) and 61 of the Act;

[para 2]
AND WHEREAS the Limited Partnerships and the Promoter have represented to the Executive Director that:

1. each Limited Partnership has been formed under a limited partnership agreement in accordance with the laws of British Columbia and has been registered in accordance with the Partnership Act (British Columbia);

2. each Future Limited Partnership will be formed under a limited partnership agreement in accordance with the laws of British Columbia and will be registered under the Partnership Act (British Columbia);

3. the Promoter has established the Limited Partnerships and is a principal of the general partner (the “General Partner”) of each of the Limited Partnerships;

4. the Promoter is either the beneficial controlling securityholder of the General Partner or holds the shares of the General Partner in trust for the Limited Partners of the related Limited Partnership;

5. the Promoter will be the principal of and the beneficial controlling securityholder of the general partner of each Future Limited Partnership;

6. none of the Limited Partnerships is a reporting issuer under the Act;

7. none of the Future Limited Partnerships will be a reporting issuer under the Act;

8. the number of Limited Partners in each Limited Partnership ranges between approximately 60 and approximately 566 Limited Partners;

9. the sole business of each Limited Partnership is the acquisition, ownership and operation of real estate projects or interests in real estate projects and the business of the Limited Partnership is managed by the General Partner of the Limited Partnership;

10. the sole business of each Future Limited Partnership will be the acquisition, ownership and operation of real estate projects or interests in real estate projects and the business of the Future Limited Partnership will be managed by the general partner of the Future Limited Partnership;

11. an investment in a Unit is intended to provide Limited Partners with an opportunity for income tax deferral, the potential for capital appreciation and participation in cash flow from the real estate project;

12. Units may be assigned and transferred by a Limited Partner, subject to certain conditions including the requirement that the Limited Partner must be resident in Canada;

13. Limited Partners are or will be entitled to receive annual financial statements and income tax information in respect of Units held by them within a period of time, generally within 90 days from the end of each fiscal year;

14. one or more Limited Partners representing not less than a specified percentage of the outstanding Units of a particular Limited Partnership or Future Limited Partnership have or will have the right to request a meeting of Limited Partners of that particular Limited Partnership or Future Limited Partnership or in lieu of a meeting a written resolution;

15. Units have been or will be offered for sale in British Columbia pursuant to an offering memorandum filed or that will be filed with the British Columbia Securities Commission and delivered to each purchaser before an agreement of purchase and sale has been or will be entered into; and

16. the Units have been or will be offered for sale in British Columbia in reliance primarily on the exemptions set out in sections 45(2)(5) and 74(2)(4) of the Act, (or predecessors thereto) or section 45(2)(7) of the Act, sections 89(b), 128(b) and 128(c) of the Securities Rules, R.B.C. Reg. 194/97 (or predecessors thereto);

[para 3]
AND WHEREAS under section 140 of the Rules, a trade by a Limited Partner in Units of a Limited Partnership is deemed to be a distribution unless, among other things, the Limited Partnership has been a reporting issuer for the 12 months immediately preceding the trade;

[para 4]
AND WHEREAS the Executive Director considers that to do so would not be prejudicial to the public interest;

[para 5]
IT IS ORDERED:

1. under sections 48 and 76 of the Act, that an intended trade by a Limited Partner in a Unit of a Limited Partnership or Future Limited Partnership is exempt from sections 34(1)(a) and 61 of the Act, provided that:

a) the Limited Partnership or Future Limited Partnership is a non-reporting issuer;

b) the trade is to a Limited Partner that holds a Unit in the same Limited Partnership or Future Limited Partnership; and

c) the certificate or other document representing the Unit being traded is prominently endorsed with the following legend:

“This unit may only be traded in accordance with an order of the British Columbia Securities Commission dated May 25, 2001 or otherwise in accordance with the Act.”

2. under section 76 of the Act, that a subsequent trade by a Limited Partner in a Unit of a Limited Partnership or Future Limited Partnership acquired under this Order is deemed to be a distribution unless:

a) the trade is made in compliance with conditions 1. a), b) and (c) above; or

b) the issuer of the security is a reporting issuer and the trade is made in compliance with conditions 1. (b) and (c) above and conditions 2. (c) (ii) to (vi) below; or

c) i) the issuer of the security is a reporting issuer, and

a) if the issuer is listed on an exchange with recognized resale requirements, the seller has held the security for the time required by the recognized resale requirements; or

b) if the issuer is not listed on an exchange with recognized resale requirements, the issuer has been a reporting issuer for the 12 months immediately preceding the trade;

(ii) if the seller is an insider of the issuer of the security, other than a director or senior officer of the issuer, the seller has filed all records required to be filed under sections 87 and 90 of the Act;

(iii) if the seller is a director or senior officer of the issuer, the seller has filed all records required to be filed under sections 87 and 90 of the Act and the issuer has filed all records required to be filed under Part 12 of the Act and the Rules;

(iv) the trade is not a distribution from the holdings of a control person;

(v) no unusual effort is made to prepare the market or create a demand for the security; and

(vi) no extraordinary commission or other consideration is paid in respect of the trade.

[para 6]
DATED May 25, 2001

Brenda Leong
Director