Order No. 7702 June 04, 2025
In the Matter of the Securities Legislation of Manitoba and Ontario (the Jurisdictions)
and In the Matter of the Process for Cease to be a Reporting Issuer Applications
and In the Matter of The Cross Winds Apartment Project (the Filer)
ORDER Background The securities regulatory authority in each of the Jurisdictions (Decision Maker) has received an application from the Filer for an order under the securities legislation of the Jurisdictions (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 dual application): (a) the Manitoba Securities Commission is the principal regulator for this application; (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 British Columbia, Alberta, Saskatchewan, Ontario, Québec and Prince Edward Island; and
(c) this order is the order of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
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 October 1, 1980, as amended, and a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba. Ontario, Québec and Prince Edward Island (the Reporting Jurisdictions). As the Filer is not a corporation, it is not subject to the Business Corporations Act (Ontario).
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
the Filer’s head office is located at 2600 Seven Evergreen Place in Winnipeg, Manitoba.
the Filer owns and operates a 347-suite residential apartment property located in Ottawa, Ontario (the Project). Shelter Canadian Properties Limited (Shelter), a private real estate company involved in property management and development, manages the Project.
the Filer’s authorized capital consists of 200 units (the Units), of which 200 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 and non-convertible mortgage loans which are secured against the Project and assets of the Filer.
the Filer became a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba. Ontario, Québec and Prince Edward Island when it distributed securities pursuant to prospectuses dated October 3, 1980 (the Offering). The Offering related to the purchase and operation of the Project.
based upon the Filer’s records, and to the best knowledge of the Filer, the Units are held by 63 unitholders – 23 in British Columbia, 16 in Manitoba, 11 in Ontario, 8 in Alberta, 1 in Saskatchewan, 1 in Québec, 1 in Newfoundland and Labrador, 1 in Prince Edward Island and 1 non-resident of Canada.
to the best knowledge of the Filer, 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.
all of the original unitholders were residents in the Reporting Jurisdictions at the time of the Offering.
the Filer is not eligible to cease to be a reporting issuer pursuant to the simplified procedure in Section 19 of NP 11-206 as the Filer has 23 unitholders in British Columbia, 16 unitholders in Manitoba and 63 unitholders in total.
the Filer conducted a vote of its unitholders, at a meeting of the unitholders held on February 26, 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 100% of the votes received being affirmative votes.
the Filer’s only asset is the Project. The Filer does not intend to acquire any other assets.
the Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 – Issuers Quoted in the U.S. Over-the-Counter Markets.