Exemption Orders (Discretionary)
ALL NATIONS TRUST COMPANY
2001 BCSECCOM 812
IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418
AND
IN THE MATTER OF ALL NATIONS TRUST COMPANY
Exemption Order Under Sections 48 and 76 and Revocation Order Under Section 171
[para 1]
WHEREAS All Nations Trust Company (the “Trust Company”) has applied to the Executive Director for an order under sections 48 and 76 of the Securities Act, R.S.B.C. 1996, c.418 that certain intended trades in securities of the Trust Company are exempt from the requirements of sections 34(1)(a) and 61 of the Act;
[para 2]
AND WHEREAS the Trust Company has represented to the Executive Director that:
1. the Trust Company was incorporated under the Trust Company Act, R.S.B.C. 1979, c.412 and is not a reporting issuer under the Act;
2. the authorized capital of the Trust Company consists of 1,070,000 Class “A” Common Shares, 30,000 Class “B” Preferred Shares, 500,000 Class “C” Preferred Shares and 107,000 Class “D” Preferred Shares, of which 1,068,070 Class “A” Common Shares and 106,402 Class “D” Preferred Shares were issued and outstanding as at July 10, 2001;
3. the Trust Company is regulated by the Financial Institutions Commission established by the Financial Institutions Act, R.S.B.C. 1996, c.141;
4. the Trust Company is subject to financial reporting requirements under the Financial Institutions Act and the Company Act, R.S.B.C. 1996, c.62, and is in good standing with respect to its financial reporting obligations under those Acts;
5. the Trust Company was formed to service the financial needs of Aboriginal Persons (as defined below) and to foster aboriginal economic development in British Columbia;
6. the articles of the Trust Company provide that:
(a) its securities may only be allotted or transferred to an Aboriginal Person, as defined in the Constitution Act, 1982 (Canada), an Indian Band, as defined in the Indian Act, R.S.C. 1985 c.I-5, or a company, a society or other legal entity controlled by an Aboriginal Person or an Indian Band (collectively, “Aboriginal Persons”);
(b) at least 75% of the issued shares in the capital of the Trust Company are to be held by Aboriginal Persons situated in the areas contained within the Kootenay, Lillooet, Shuswap, Nl’akapxm (Thompson) and Okanagan tribal areas (collectively, the “Tribal Areas”);
(c) no shareholder of the Trust Company, either directly or indirectly, may own more than 10% of the issued shares of the Trust Company; and
(d) no shares may be transferred without the prior approval of the directors;
7. certificates representing shares issued by the Trust Company will bear a legend stating: “ANY SHARE TRANSFER IS RESTRICTED BY THE MEMORANDUM AND ARTICLES OF THE COMPANY. SALE OF THIS SHARE WITHOUT THE PRIOR APPROVAL OF THE BOARD OF DIRECTORS IS FORBIDDEN.”;
8. each Trust Company shareholder is an Aboriginal Person and all but six reside within the Tribal Areas;
9. as at July 10, 2001 there were 184 Aboriginal Persons holding Class “A” Common Shares, of which 166 also held Class “D” Preferred Shares;
10. prior to any trade by the Trust Company, and prior to approving any intended trade by a shareholder of Class “A” Common Shares or Class “D” Preferred Shares, the directors of the Trust Company will provide each prospective seller and purchaser of securities of the Trust Company with the following information (the “Information Package”):
(a) the most recent audited annual financial statements and unaudited interim financial statements of the Trust Company;
(b) a description of the restrictions on transfer contained in the Act, the Articles of the Trust Company and this order that limit the ability of the purchaser to transfer Class “A” Common Shares and Class “D” Preferred Shares of the Trust Company;
(c) a description of the business of the Trust Company and the risks associated with investing in Class “A” Common Shares and Class “D” Preferred Shares of the Trust Company; and
(d) a copy of a current valuation of the Class “A” Common Shares and Class “D” Preferred Shares of the Trust Company;
AND WHEREAS the Executive Director issued an order dated August 25, 1999 (the “Previous Order”) exempting certain intended trades by holders of securities of the Trust Company from the requirements of sections 34(1)(a) and 61 of the Act;
[para 3]
AND WHEREAS the Executive Director considers that to do so would not be prejudicial to the public interest;
[para 4]
IT IS ORDERED:
1. under sections 48 and 76 of the Act, that any intended trade by the Trust Company in Class “A” Common Shares and Class “D” Preferred Shares is exempt from the requirements in sections 34(1)(a) and 61 of the Actprovided that:
(a) the trade is made to an existing shareholder of the Trust Company or an Aboriginal Person;
(b) the directors of the Trust Company provide each prospective purchaser with a copy of the Information Package prior to the trade;
(c) the Trust Company has carried out a valuation of its assets within 90 days of the date of the intended trade and the purchase price for the Class “A” Common Shares or Class “D” Preferred Shares of the Trust Company does not exceed the price per share established in the valuation; and
(d) at the time of the trade the Trust Company is in good standing with respect to its financial reporting obligations under the Financial Institutions Act and the Company Act;
2. under section 76 of the Act, that any intended trade by a shareholder of the Trust Company in Class “A” Common Shares or Class “D” Preferred Shares of the Trust Company is deemed to be a distribution unless:
(a) the directors of the Trust Company consent to each transfer and the trade is made to an existing shareholder of the Trust Company, an Aboriginal Person or the Trust Company, provided that at all times a minimum of 75% of the shareholders reside within the Tribal Areas;
(b) the directors of the Trust Company provide each prospective seller and purchaser with a copy of the Information Package prior to the trade;
(c) the Trust Company has carried out a valuation of its assets within 90 days of the date of the intended trade and the purchase price for the Class “A” Common Shares or Class “D” Preferred Shares of the Trust Company does not exceed the price per share established in the valuation; and
(d) at the time of the trade the Trust Company is in good standing with respect to its financial reporting obligations under the Financial Institutions Act and the Company Act;
3. under section 48 of the Act that any trade of Class “A” Common Shares or Class “D” Preferred Shares by a shareholder of the Trust Company is exempt from the requirements of section 34(1)(a) of theAct, provided that the trade is made in the circumstances described in paragraph 2 of this order; and
4. under section 171 of theAct, the Previous Order is revoked.
[para 5]
DATED August 9, 2001.
Derek E. Patterson
Manager