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News Release

Kerkhoffs, Hopkins and Jones Settle Securities Commission Enforcement Action

  • Date:

    1997-09-12
  • Number:

    97/27

Released: September 9, 1997  Contact: Barbara Barry  660-4800 or (BC only) 1-800-373-6393

Vancouver - Gibbins Estates directors Peter Kerkhoff, Willem Kerkhoff, Malcolm Hopkins and Victoria Asset Management Group’s President and Director Simon Granville Lyn Jones have settled an administrative enforcement action with the Executive Director of the BC Securities Commission. The individuals have admitted to securities violations in the selling of debentures by Gibbins Estates and have agreed to the following sanctions:

· Peter and Willem Kerkhoff are prohibited from becoming or acting as directors or officers of any reporting issuer or of any issuer that has distributed or proposes to distribute securities without a prospectus relying on exemptions, for a period ending on the later of September 3, 2007 and the date their obligations to pay the sums of $25,000 and 15,000 respectively, to the Commission, are satisfied;

· Malcolm Hopkins is prohibited from becoming or acting as a director or officer of any reporting issuer or of any issuer that has distributed or proposes to distribute securities without a prospectus relying on exemptions, for a period ending on the later of September 3, 2002 and the date the obligation to pay the sum of $10,000 to the Commission, is satisfied; and

· Simon Granville Lyn Jones is restricted from acting as a trading partner, officer or director of a registered dealer or in any capacity as a supervisor of registrants for a period ending on the later of September 2007 and the date VAM and Jones satisfy their obligation to pay the sum of $60,000 to the Commission.

Gibbins Estates Limited was a proposed real estate development project in Duncan on Vancouver Island which raised over $3.5 million during 1994 from the sale of debentures.

Victoria Asset Management Group Inc. (VAM) and its President and Director, Simon Granville Lyn Jones, agreed to sell the Gibbins debentures without a prospectus and without registration under the Securities legislation, relying instead on a sophisticated purchaser exemption.

Sophisticated purchaser exemptions allow private distributions of securities to eligible purchasers. They are intended to be used for the sale of securities to investors who are able to understand the higher risks of private distributions and are able to withstand these risks. The sophisticated investor exemption utilized by Gibbins Estates required that the investment be at least $25,000 and an offering memorandum be produced and distributed.

The offering memorandum used in selling the debentures contained three material misrepresentations:

· The offering memorandum inaccurately described the properties as 12.33 acres in size when they were approximately 10 acres in size. It also failed to indicate that the properties were divided by a two acre right of way that was separately titled and owned by Fletcher Challenge Canada Ltd. Construction difficulties posed by the size and shape of the property prevented the project from being completed as contemplated by the offering memorandum;

· The offering memorandum failed to disclose that the recipient of a 5% real estate commission amounting to $65,000 paid in connection with the purchase of the property, was Kerkhoff Development Corporation, a company controlled by the directors; and

· The offering memorandum disclosed that the property was to be purchased for $1.3 million. It was not disclosed that while the debentures were being sold, Peter Kerkhoff negotiated a $125,000 reduction in the purchase price. Although initially deposited to Gibbins account, this payment was subsequently transferred, with Kerkhoff’s knowledge, to a company controlled by the Kerkhoffs and Hopkins.

As a result of the errors, the exemption to the prospectus requirement was not available to qualify the distributions of the debentures and, therefore, Gibbins caused securities to be distributed without registration and without a prospectus.

Simon Granville Lyn Jones, Director and President of Victoria Asset Management Group Inc., was responsible for supervising the opening of client accounts and supervising trades made for or to each client of VAM. He has acknowledged that he failed to adequately supervise VAM sales representatives.

Victoria Asset Management has acknowledged that it:

· Misrepresented the Gibbins Estates project to its clients as being a 'low risk, conservative investment';

· Represented to the debentureholders that VAM had performed adequate due diligence in relation to the project when, in fact, VAM had not done so;

· Failed to ensure that all debenture holders were sophisticated purchasers;

· Failed to ensure that an offering memorandum in the required form was delivered to all debentureholders; and

· Failed to ensure that the investment in Gibbins Estates was suitable for each of their clients.

The British Columbia Securities Commission is an independent government agency responsible for regulating trading in securities and exchange contracts.