Settlements
GRANDBY DEVELOPMENT CORPORATION, et. al. [Sec. 161 & Settlement Agrmt.]
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BCSECCOM #:
2001 BCSECCOM 278, 2001 BCSECCOM 274
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Document Type:
Sec. 161 & Settlement Agrmt.
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Published Date:
2001-03-05
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Effective Date:
2001-02-28
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Details:
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2001 BCSECCOM 278
IN THE MATTER OF SECURITIES ACT
R.S.B.C. 1996, c.418
AND
IN THE MATTER OF GRANDBY DEVELOPMENT CORPORATION
AND
IN THE MATTER OF JOHN ARTHUR ROCHE MCLOUGHLIN
Order under Section 161
[para 1]
1. WHEREAS a Settlement Agreement was executed by Grandby Development Corporation (the "Issuer"), John Arthur Roche McLoughlin ("McLoughlin")(collectively, the "Respondents") and the Executive Director, a copy of which is attached hereto as Schedule "A" (the "Agreement");
[para 2]
2. NOW THEREFORE the Executive Director, considering that it would be in the public interest to do so, orders, BY CONSENT (the "Order"), that:
2.1 pursuant to section 161(1)(c) of the Securities Act, R.S.B.C. 1996, c. 418 (the "Act"), the exemptions described in sections 44 to 47, 74, 75, 98 and 99 of the Act do not apply to the Issuer until the Order is revoked in writing by the Executive Director, in accordance with subsection 2.5;
2.2 pursuant to section 161(1)(d) of the Act, McLoughlin be prohibited from becoming or acting as a director or officer of any issuer until the expiry of five years after the Order is revoked in writing by the Executive Director in accordance with subsection 2.5;
2.3 pursuant to section 161(1)(d)(iii) of the Act, McLoughlin be prohibited from engaging in any investor relations activities for any issuer until the expiry of five years after the Order is revoked in writing by the Executive Director in accordance with subsection 2.5;
2.4 pursuant to section 161(b) of the Act, McLoughlin cease trading in any securities, other than under section 45(7) of the Act, until the Order is revoked in writing by the Executive Director in accordance with subsection 2.5;
2.5 the Order may be revoked or varied by the Executive Director upon application by either of the Respondents, after the Issuer has sent to each of the Purchasers (as such term is defined in the Agreement):
2.5.1 a rescission offer in a form satisfactory to the Executive Director; and
2.5.2 a rescission offer circular and supplementary information in a form satisfactory to the Executive Director, which provides disclosure substantially equivalent to that required in Form 43 (offering memorandum).
[para 3]
DATED at Vancouver, British Columbia, on February 28, 2001.
Steve Wilson
Executive Director
2001 BCSECCOM 274
IN THE MATTER OF SECURITIES ACT
R.S.B.C. 1996, c.418
AND
IN THE MATTER OF GRANDBY DEVELOPMENT CORPORATION
AND
IN THE MATTER OF JOHN ARTHUR ROCHE MCLOUGHLIN
Settlement Agreement
[para 1]
1. The following settlement of issues has been reached between Grandby Development Corporation, formerly 526951 B.C. Ltd. (the "Issuer”, and John Arthur Roche McLoughlin (“McLoughlin” (collectively, the "Respondents" and the Executive Director.
Agreed Statement of Facts:
[para 2]
2. As the basis for the orders and undertakings referred to below, the Respondents acknowledge the following facts as correct:
2.1 the Issuer was incorporated under the Company Act, R.S.B.C. 1996, c. 62 on September 12, 1996, has its head office in Victoria, British Columbia, and is not a reporting issuer under the Securities Act, R.S.B.C. 1996, c. 418 (the "Act";
2.3 during the Material Period, the Respondents distributed 4,442,881 common shares to 115 persons (the “Purchasers” for total consideration of approximately $316,496.23 (collectively, the “Distributions”;
2.4 during the Material Period, the Respondents distributed the securities of Grandby Development Corporation to residents of British Columbia without registration, without filing and obtaining a receipt for a prospectus and without an applicable exemption from the registration and prospectus requirements of the Act, contrary to sections 34(1 and 61(1 of the Act; and
2.5 McLoughlin has not traded in the securities of the Issuer since December 1998, and has agreed not to trade in the securities of the Issuer until disclosure substantially equivalent to that required under Form 43 (offering memorandum is delivered to the Purchasers with an offer of rescission.
Order:
[para 3]
3. The Respondents consent to an order of the Executive Director (the "Order", as follows:
3.1 pursuant to section 161(1(c of the Act, the exemptions described in sections 44 to 47, 74, 75, 98 and 99 of the Act do not apply to the Issuer until the Order is revoked in writing by the Executive Director, in accordance with subsection 3.5;
3.2 pursuant to section 161(1(d of the Act, McLoughlin be prohibited from becoming or acting as a director or officer of any issuer until the expiry of five years after the Order is revoked in writing by the Executive Director in accordance with subsection 3.5;
3.3 pursuant to section 161(1(d(iii of the Act, McLoughlin be prohibited from engaging in any investor relations activities for any issuer until the expiry of five years after the Order is revoked in writing by the Executive Director in accordance with subsection 3.5;
3.4 pursuant to section 161(b of the Act, McLoughlin cease trading in any securities, other than under section 45(7 of the Act, until the Order is revoked in writing by the Executive Director in accordance with subsection 3.5; and
3.5 the Order may be revoked or varied by the Executive Director upon application by either of the Respondents, after the Issuer has sent to each of the Purchasers:
3.5.1 a rescission offer in a form satisfactory to the Executive Director; and
3.5.2 a rescission offer circular and supplementary information in a form satisfactory to the Executive Director, which provides disclosure substantially equivalent to that required in Form 43 (offering memorandum.
Undertaking
[para 4]
4. The Respondents undertake to:
4.1 pay the sum of $20,000 to the Commission, $5,000 of which represents the costs of the investigation; and
4.2 comply with the requirements of the Act, the Securities Rules and all applicable regulations, policies and guidelines, from the date of this agreement.
Waiver
[para 5]
5. The Respondents waive the rights they 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 agreement and the Order.
DATED at Victoria, B. C., on February 18, 2001.
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Grandby Development Corporation
(Signing Authority
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Witness Signature
_________________________________
Witness Name (Please Print
_________________________________
Address
_________________________________
Occupation
_________________________________
John Arthur Roche McLoughlin
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Witness Signature
Witness Name (Please Print
_________________________________
Address
_________________________________
Occupation
Steve Wilson
Executive Director