Exemption Orders (Discretionary)
EQUITY RETIREMENT REWARDS LIMITED PARTNERSHIP
2001 BCSECCOM 317
IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418
AND
IN THE MATTER OF EQUITY RETIREMENT REWARDS LIMITED PARTNERSHIP
Exemption Order Under Section 133(2) of the Securities Rules
[para 1]
WHEREAS Equity Retirement Rewards Limited Partnership (“Equity LP”) has applied to the Executive Director for an order under section 133(2) of the Securities Rules, B.C. Reg. 194/97 that Equity LP is exempt from the requirements of Item 16 of Form 43 regarding distributions under registration and prospectus exemptions contained in the Securities Act and Rules requiring that an offering memorandum be delivered to purchasers;
[para 2]
AND WHEREAS Equity LP has represented to the Executive Director that:
1. Equity LP is a limited partnership formed under the laws of the Province of British Columbia on June 30, 2000;
2. the general partner of Equity LP was incorporated under the laws of the Province of British Columbia on June 12, 2000 under the name Equity Retirement Rewards Corp. (the "General Partner");
3. neither Equity LP nor the General Partner is a reporting issuer under the Act;
4. Equity LP's authorized capital consists of an unlimited number of units of which, as of the date of this order, 2,627,949 units are issued and outstanding;
5. the financial year end for each of Equity LP and the General Partner is December 31;
6. Equity LP intends to complete a private placement offering of up to 600,000 units (the “Offering”) under certain exemptions from the prospectus and registration requirements of the Act (the "Exemptions") requiring an offering memorandum (the “Offering Memorandum”) in Form 43 to be delivered to the purchasers;
7. Item 16 of Form 43 requires that where a limited partnership’s general partner has completed one or more fiscal years, audited financial statements of the general partner for its most recent fiscal year must be included in the limited partnership’s offering memorandum (the “Financial Statement Requirement”);
8. under the Financial Statement Requirement, Equity LP is required to include audited financial statements of the General Partner for the period ending December 31, 2000 (the "2000 Financial Statements");
9. the 2000 Financial Statements are not completed at this time;
10. if Equity LP was filing a preliminary prospectus under BC Policy 41-601, the 2000 Financial Statements would not be required to be included as it has been less than 90 days from the date of the General Partner’s financial year end; and
11. Equity LP will include in the Offering Memorandum unaudited financial statements for both Equity LP and the General Partner for their respective financial years ending December 31, 2000;
[para 3]
AND WHEREAS the Executive Director considers that to do so would not be prejudicial to the public interest;
[para 4]
IT IS ORDERED under section 133(2) of the Rules, that Equity LP is exempt from the Financial Statement Requirement of Form 43 in connection with its Offering under the Exemptions made prior to March 31, 2001.
[para 5]
DATED March 13, 2001.
Derek E. Patterson
Manager