Decisions
EVEREST INVESTORS 15, LLC ET AL, et. al. [Decision]
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BCSECCOM #:
2001 BCSECCOM 1082
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Document Type:
Decision
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Published Date:
2001-11-16
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Effective Date:
2001-11-16
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Details:
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2001 BCSECCOM 1082
COR#01/121
IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418
AND
IN THE MATTER OF EVEREST INVESTORS 15, LLC ET AL
AND
IN THE MATTER OF DEL CANO PROPERTIES TRUST
PANEL
Douglas M. Hyndman
Adrienne Salvail-Lopez
John K. Graf
DATE OF HEARING
November 16, 2001
DATE OF DECISION
November 16, 2001
APPEARING FOR EVEREST INVESTORS 15, LLC
D. Geoffrey Cowper, Q.C.
Tracey M. Cohen
APPEARING FOR THE SPECIAL COMMITTEE OF THE BOARD OF TRUSTEES OF DEL CANO PROPERTIES TRUST
Neil de Gelder, Q.C.
Stephen J. Mulhall
APPEARING FOR DEL CANO PROPERTIES TRUST
Stephen D. Wortley
APPEARING FOR COMMISSION STAFF
James A. (Sasha) Angus
Patricia A.A. Taylor
Brenda Leong
Rosann Youck
DECISION
BACKGROUND
[para 1]
On October 9, 2001, Everest Investors 15, LLC announced a take over bid for all of the priority preferred shares of Del Cano Properties Trust, a real estate investment trust. The bid expires on November 19, 2001.
[para 2]
In anticipation of the bid, Del Cano asked a special committee of trustees to review the bid and search for alternative transactions. On September 26, 2001, Del Cano adopted a shareholder rights plan, which prevents the Everest bid from proceeding.
[para 3]
On November 16, Del Cano announced a definitive agreement to sell its properties to Alliance Communities, LLC, subject to conditions including completion of due diligence by November 28. The agreement is scheduled to close on December 19.
[para 4]
Everest applies for orders
1. cease trading the shareholder rights plan; and
2. requiring Del Cano to disclose its agreement with Alliance and information about its relationship with Alliance.
[para 5]
Everest says that, if we cease trade the shareholder rights plan, it will extend its bid to November 29.
[para 6]
The Del Cano special committee says it will issue a trustees circular within a few days to explain the agreement with Alliance and compare it with the Everest bid.
DECISION
[para 7]
We have considered the evidence and arguments presented to us.
[para 8]
If Everest extends its bid to no earlier than November 29, 2001, we will issue an order cease trading the Del Cano shareholder rights plan unless Del Cano issues a news release by noon, Pacific Standard Time, on November 23, 2001, confirming that it has waived the plan for the Everest bid.
We dismiss Everest’s application for orders requiring additional disclosure by Del Cano.
[para 9]
November 16, 2001
FOR THE COMMISSION
Douglas M. Hyndman, Chair
Adrienne Salvail-Lopez, Commissioner
John K. Graf, Commissioner