Settlements
MURRAY TILDESLEY [Sec. 161 & Settlement Agrmnt]
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BCSECCOM #:
2001 BCSECCOM 888, 2001 BCSECCOM 889
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Document Type:
Sec. 161 & Settlement Agrmnt
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Published Date:
2001-08-31
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Effective Date:
2001-08-31
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Details:
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2001 BCSECCOM 888
IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, C. 418
AND
IN THE MATTER OF MURRAY TILDESLEY
Order Under Section 161
[para 1]
1. A Settlement Agreement has been reached between Murray Tildesley (Tildesley) and the Executive Director, attached as Schedule A.
[para 2]
2. The Executive Director, considering it to be in the public interest to do so, orders, by consent, that:
2.1 under section 161(1)(c) of the Securities Act, R.S.B.C. 1996, c. 418 (the Act), all of the exemptions described in sections 44 to 47, 74, 75, 98 or 99 of the Act do not apply to Tildesley for a period of 10 months from the date of this Order;
2.1 except that Tildesley may rely on the exemption in section 45(2)(7) of the Act, to trade in his own account through one registered dealer;
2.2 under section 161(1)(d) of the Act, Tildesley is prohibited from becoming or acting as a director or officer of any issuer, other than Kensington Resources Ltd. (Kensington), until the later of:
2.2.1 the date Tildesley satisfies his obligation to pay $2,000 to the British Columbia Securities Commission;
2.2.2 ten months from the date of this Order; and
2.2.3 the date Tildesley completes and passes the Securities Program offered by Simon Fraser University through its Applied Business Program; and
2.3 under section 161(1)(d) of the Act, if Tildesley fails to complete and pass the course of study required in paragraph 2.2.3 of this Order within 10 months from the date of this Order, then Tildesley shall resign as a director or officer of Kensington, and is prohibited from becoming or acting as a director or officer of any issuer until he has completed and passed the required course of study, as set out in paragraph 2.2.3, and fulfilled the requirements of paragraph 2.2 of this Order.
Dated August 31, 2001.
Steve Wilson
Executive Director
2001 BCSECCOM 889
SCHEDULE A
IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, C. 418
AND
IN THE MATTER OF MURRAY TILDESLEY
Settlement Agreement
[para 1]
1. The following settlement of issues has been reached between Murray Tildesley (Tildesley) and the Executive Director:
Agreed Statement of Facts
[para 2]
2. As the basis for the undertakings and orders set out below, Tildesley acknowledges the following facts as correct:
2.1 During the period of October, 1998, to December, 1999 (the Material Period), Tildesley was a director of Kensington Resources Ltd. (Kensington), a reporting issuer and an exchange issuer under the Securities Act, R.S.B.C. 1996, c. 418 (the Act).
2.2 Tildesley is not and has not been a director or officer of any reporting issuer other than Kensington.
2.3 Tildesley, after becoming a director of Kensington in October, 1998, failed to file a Form 4B within 30 days, in breach of section 90 of the Act.
2.4 At the request of the British Columbia Securities Commission (the Commission), Tildesley filed a Form 4B on March 29, 2000.
2.5 Kensington has its head office in British Columbia and, during the Material Period, up to November, 1999, its securities were listed and posted for trading on the Vancouver Stock Exchange (the VSE). Since November, 1999, Kensington’s securities have been listed and posted on the Canadian Venture Exchange (CDNX).
2.6 During the Material Period, Tildesley was an insider of Kensington and made changes in his direct or indirect beneficial ownership of, or control or direction over, securities of Kensington as follows:
2.6.1 held or acquired 870,000 options, of which 100,000 were exercised on April 27, 1999, and 120,000 were exercised on October 20, 1999;
2.6.2 held or acquired 166,666 warrants, of which 20,000 were exercised on October 20, 1999;
2.6.3 acquired 1,050,000 common shares from treasury;
2.6.4 privately disposed of 232,000 common shares; and
2.6.5 acquired or disposed of approximately 458,000 common shares through the facilities of the VSE and the CDNX (collectively, the Market Transactions);
(collectively, the Transactions) and failed to file insider reports in respect of the Transactions as required by section 87 of the Act.
2.7 The Market Transactions consisted of 42 transactions during 13 months of the Material Period, and represented approximately 3.52% of the trading in securities of Kensington on the VSE, and later the CDNX, during those 13 months, over-all. Attached as Appendix “A” to this Agreement is a table detailing the trading by Tildesley in securities of Kensington on the VSE, and later the CDNX, in the 13 months of the Material Period in which the Market Transactions occurred.
2.8 Tildesley’s failure to file a Form 4B as required by section 90 of the Act was a breach of the Act, and was contrary to the public interest.
2.9 Tildesley’s failure to file an initial insider report, or to file insider reports in respect of the Transactions, as required by section 87 of the Act, was a breach of the Act, and was contrary to the public interest.
Mitigating Factors
[para 3]
3. In reaching this Settlement Agreement, the Executive Director has taken into account the following facts as factors mitigating the sanctions which would otherwise have applied in the public interest:
3.1 Tildesley has co-operated fully with staff of the Commission in the course of this investigation;
3.2 on February 21, 2000, Tildesley bulk filed 14 insider reports, including his initial insider report, disclosing Tildesley’s direct or indirect beneficial ownership of, or control or direction over, the securities of Kensington and the Transactions. Tildesley paid the applicable late filing fees in the amount of $700 at the time of this bulk filing;
3.3 Tildesley voluntarily brought his failure to file insider reports disclosing the Transactions to staff’s attention; and
3.4 Tildesley has no previous disciplinary history with the Commission.
Undertaking
[para 4]
4. Tildesley undertakes:
4.1 to pay $2,000 to the Commission; and
4.2 to comply with the provisions of the Act, the Securities Regulations B.C. Reg. 196/97 , the Securities Rules, B.C. Reg. 194/97, as amended.
Order
[para 5]
5. Tildesley consents to an order of the Executive Director (the Order) that:
5.1 under section 161(1)(c) of the Act, all of the exemptions described in sections 44 to 47, 74, 75, 98 or 99 of the Act do not apply to Tildesley for a period of 10 months from the date of the Order;
5.1.1 except that Tildesley may rely on the exemption in section 45(2)(7) of the Act, to trade in his own account through one registered dealer;
5.2 under section 161(1)(d) of the Act, Tildesley is prohibited from becoming or acting as a director or officer of any issuer, other than Kensington, until the later of:
5.2.1 the date Tildesley satisfies his obligation described at paragraph 4.1;
5.2.2 ten months from the date of the Order; and
5.2.3 the date Tildesley completes and passes the Securities Program offered by Simon Fraser University through its Applied Business Program;
5.3 under section 161(1)(d) of the Act, if Tildesley fails to complete and pass the course of study required in paragraph 5.2.3 of this Settlement Agreement within 10 months from the date of the Order, then Tildesley shall resign as a director or officer of Kensington, and is prohibited from becoming or acting as a director or officer of any issuer until he has completed and passed the required course of study, as set out in paragraph 5.2.3, and fulfilled the requirements of paragraph 5.2 of this Settlement Agreement.
Waiver
[para 6]
6. Tildesley waives any right he may have, under the Act or otherwise, to a hearing, hearing and review, judicial review or appeal related to, in connection with or incidental to, this Settlement Agreement.
Dated at Vancouver, British Columbia, on August 31, 2001.
“Murray Tildesley”
Murray Tildesley
_”John Forstrom”_______________)
Witness Signature )
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John S. Forstrom )
Witness Name (please print) )
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1200 - 625 Howe Street )
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Vancouver, BC V6C 2T6 )
Address )
Barrister and Solicitor )
Occupation )
Dated at Vancouver, British Columbia, August 31, 2001.
Steve Wilson
Executive Director