Settlements

JIMMY JOHN [Sec. 161 & Settlement Agrmt]

BCSECCOM #:
2000 BCSECCOM 176, 2000 BCSECCOM 175
Document Type:
Sec. 161 & Settlement Agrmt
Published Date:
2000-10-24
Effective Date:
2000-10-19
Details:


2000 BCSECCOM 176


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

AND

IN THE MATTER OF JIMMY JOHN


Order Under Section 161

[para 1]
WHEREAS a Settlement Agreement was executed by Jimmy John and the Executive Director, a copy of which is attached hereto as Schedule “A”.

[para 2]
NOW THEREFORE, the Executive Director, considering that it would be in the public interest to do so, orders BY CONSENT, that:

2.1 subject to paragraph 2.2 of this Order, under section 161(1)(b) of the Securities Act, R.S.B.C. 1996, c. 418 (the “Act”), John cease trading in any security for a period of 10 years from the date of this Order;

2.2 John may dispose of securities he owns, directly or indirectly, as of the date of this Order, subject to the following conditions:

2.2.1 prior to any disposition John must deliver to the Executive Director a sworn declaration disclosing all the securities owned, directly or indirectly, by him;

2.2.2 any such disposition must take place within one year from the date of this Order through one registered dealer designated in writing by John and approved by the Executive Director;

2.2.3 prior to any disposition John must provide the registered dealer with a copy of this Order; and

2.2.4 John must instruct the registered dealer to provide the Executive Director with a copy of the confirmation slip evidencing each disposition within four days from the date of the trade;

2.3 under section 161(1)(d)(i) of the Act, John resign any position he holds as a director or officer of any issuer in British Columbia;

2.4 under section 161(1)(d)(ii) of the Act, John is prohibited from becoming or acting as a director or officer of any issuer in British Columbia for a period of 10 years from the date of this Order; and

2.5

under section 161(1)(d)(iii) of the Act, John is prohibited from engaging in investor relations activities in British Columbia for a period of 10 years from the date of this Order.

[para 3]
DATED at Vancouver, British Columbia, on October 19, 2000.





James A. Angus
A/Executive Director



2000 BCSECCOM 175


SCHEDULE “A”
IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418

AND

IN THE MATTER OF JIMMY JOHN


Settlement Agreement
1. The following settlement of issues has been reached between Jimmy John (“John”) and the Executive Director.

Agreed Statement of Facts

2. As the basis for the undertaking and orders set out in paragraphs 3 and 4 of this Agreement, John acknowledges the following facts to be correct:
      2.1 John is a resident of British Columbia, and was at all material times the President, Chief Executive Officer and a director of Naxos Resources Ltd. (“Naxos”).
      2.2 Naxos was incorporated pursuant to the Canada Business Corporations Act. The shares of Naxos were traded on the former Alberta Stock Exchange (the “ASE”) until July 18, 1997, when it was delisted for breach of the ASE requirements. Naxos is registered as an extra-provincial company and is a reporting issuer in British Columbia.

      2.3 On March 18, 1999, the Alberta Securities Commission (the “ASC”) handed down a decision (the “ASC Decision”), after a hearing under sections 165 and 167 of the Alberta Securities Act, S.A. 1981, c. S-61, as amended, (the “Alberta Act”) with respect to allegations of the issuance of inaccurate press releases and the late filing of insider reports against John.

      2.4 The ASC found that:
          2.4.1 John was at all material times the President, CEO and a director of Naxos and the principal architect involved in issuing numerous press releases by Naxos;
          2.4.2 John has displayed a wanton disregard for the necessity of issuing accurate press releases;
          2.4.3 a number of press releases either contained exaggerated language, misleading information or omitted to publish unfavourable results;
          2.4.4 John engaged in a fairly continuous course of conduct whereby press releases were used for purely promotional purposes without due regard for the truth; and
          2.4.5 there has been a consistent pattern of late filing of insider reports by John in respect of his trading in Naxos shares.

      2.5 On May 31, 1999, and as a consequence of the findings referred to in paragraph 1.4, the ASC ordered that:
          2.5.1 pursuant to section 165 of the Alberta Act, the exemptions contained in section 65, 66, 66.1, 107, 115, 116, 132 and 133 of the Alberta Act or the Regulations (as defined in the Alberta Act) do not apply to John for a period of 10 years from May 31, 1999;
          2.5.2 John resign any and all positions that he may have held as a director or officer of any issuer;
          2.5.3 John be prohibited from becoming or acting as a director or officer, or both, of any issuer for a period of 10 years from May 31, 1999; and
          2.5.4 John cease trading in all securities as defined in the Alberta Act for a period of 10 years from May 31, 1999.

      2.6 John has been active in the securities market in British Columbia and currently holds a number of securities.
Undertaking

3. John undertakes to provide full disclosure of his direct or indirect holdings by way of a sworn declaration to the Executive Director on signing this agreement.

Order

4. John consents to an order by the Executive Director (the “Order”) that:
      4.1 subject to paragraph 4.2 of the Order, under section 161(1)(b) of the Securities Act, R.S.B.C. 1996, c. 418 (the “Act”), John cease trading in any security for a period of 10 years from the date of this Order;
        4.2 John may dispose of securities he owns, directly or indirectly, as of the date of the Order, subject to the following conditions:

            4.2.1 prior to any disposition John must deliver to the Executive Director a sworn declaration disclosing all the securities owned, directly or indirectly, by him;
              4.2.2 any such disposition must take place within one year from the date of the Order through one registered dealer designated in writing by John and approved by the Executive Director;
                4.2.3 prior to any disposition John must provide the registered dealer with a copy of the Order; and
                  4.2.4 John must instruct the registered dealer to provide the Executive Director with a copy of the confirmation slip evidencing each disposition within four days from the date of the trade.
              4.3 under 161(1)(d)(i) of the Act, John resign any position he holds as a director or officer of any issuer in British Columbia;
                4.4 under section 161(1)(d)(ii) of the Act, John is prohibited from becoming or acting as a director or officer of any issuer in British Columbia for a period of 10 years from the date of this Order; and
                  4.5 under section 161(1)(d)(iii) of the Act, John is prohibited from engaging in investor relations activities in British Columbia for a period of 10 years from the date of this Order.
                5. John waives any right he may have, under the Act or otherwise, to a hearing, hearing and review, judicial review, or appeal related to this agreement and Order.

                  DATED at Vancouver, British Columbia, on September 13, 2000.


                  “Terrence King”_____________________)
                  Witness Signature )
                  )
                  Terrence E. King____________________)
                  Witness Name (Please Print))
                  ) “JIMMY JOHN”
                  1300 – 1111 W. Georgia ST.__________ )
                  Vancouver, BC V6E 4M3____________ )
                  Address )
                  Barrister & Solicitor__________________)
                  Occupation


                  DATED at Vancouver, British Columbia, on October 19, 2000.





                  James A. Angus
                  A/Executive Director
                  ©2024 British Columbia Securities Commission