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Issuer Delisting; Notice of Application of NOVA Gas Transmission Ltd. to Withdraw its 7 7/8% Debentures (due April 1, 2023), from Listing and Registration on the New York Stock Exchange, Inc.
File No. 1-09912

July 25, 2005

On June 29, 2005, NOVA Gas Transmission Ltd., a company organized in Alberta, Canada ("Issuer"), filed an application with the Securities and Exchange Commission ("Commission"), pursuant to Section 12(d) of the Securities Exchange Act of 1934 ("Act")1 and Rule 12d2-2(d) thereunder,2 to withdraw its 7 7/8% debentures (due April 1, 2023) ("Security"), from listing and registration on the New York Stock Exchange, Inc. ("NYSE").

The Board of Directors ("Board") of the Issuer unanimously approved resolutions on June 3, 2005, to withdraw the Security from listing and registration on NYSE. The Issuer stated the following reasons factored into the Board's decision to withdraw the Security from NYSE: (1) the fact that the Issuer has a limited number of security holders of record for the Security; (2) the limited volume of trading in the Security; and (3) the costs associated with maintaining the Issuer's status as a NYSE-listed Issuer, which obligations the Issuer could suspend immediately absent the listing of the Security. In this regard, the Board took into account that the Security had fewer than 25 holders of record.

The Issuer stated in its application that it has complied with NYSE's rules governing an issuer's voluntary withdrawal of a security from listing and registration by providing NYSE with the required documents governing the removal of securities from listing and registration on NYSE.

The Issuer's application relates solely to the withdrawal of the Securities from listing on the NYSE and from registration under Section 12(b) of the Act,3 and shall not affect its obligation to be registered under Section 12(g) of the Act.4

Any interested person may, on or before August 18, 2005, comment on the facts bearing upon whether the application has been made in accordance with the rules of NYSE, and what terms, if any, should be imposed by the Commission for the protection of investors. All comment letters may be submitted by either of the following methods:

Electronic comments:

  • Use the Commission's Internet comment form (http://www.sec.gov/rules/delist.shtml); or
  • Send an e-mail to rule-comments@sec.gov. Please include the File Number 1-09912 or;

Paper comments:

  • Send paper comments in triplicate to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549-9303.

All submissions should refer to File Number 1-09912. This file number should be included on the subject line if e-mail is used. To help us process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site (http://www.sec.gov/rules/delist.shtml). Comments are also available for public inspection and copying in the Commission's Public Reference Room. All comments received will be posted without change; we do not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly.

The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.5

Jonathan G. Katz



Modified: 07/27/2005