Settlements
Robert Leigh Jeffs [Order & Settlement Agreement]
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BCSECCOM #:
2007 BCSECCOM 193, 2007 BCSECCOM 194
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Document Type:
Order & Settlement Agreement
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Published Date:
2007-04-30
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Effective Date:
2007-04-24
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Details:
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2007 BCSECCOM 193
2007 BCSECCOM 194
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2007 BCSECCOM 193
Order
Robert Leigh Jeffs
Section 161 of the Securities Act, RSBC 1996, c. 418
Robert Leigh Jeffs
Section 161 of the Securities Act, RSBC 1996, c. 418
Background
¶ 1 The Executive Director has entered into a Settlement Agreement with Robert Leigh Jeffs (RLJ), a copy of which is attached as Schedule A.
The Order
¶ 2 The Executive Director considering it to be in the public interest to do so, orders by consent that:
1. under section 161(1)(a) of the Securities Act, RSBC 1996, c. 418, RLJ comply fully with the Act, the Securities Rules, BC Reg. 194/97, and any applicable regulations; and
2. under sections 161(1)(d)(i)-(iii) of the Act, RLJ resign any position he may hold as a director or officer of any public issuer and be prohibited for a period of 15 years from the date of this order from:
(a) becoming or acting as a director or officer of any public issuer or any issuer engaging in investor relations activities; and
(b) engaging in investor relations activities.
¶ 3 April 24, 2007
“B. Leong”
¶ 4 Brenda M. Leong
Executive Director
2007 BCSECCOM 194
Schedule A
Settlement Agreement
Robert Leigh Jeffs
Securities Act, RSBC 1996, c. 418
Settlement Agreement
Robert Leigh Jeffs
Securities Act, RSBC 1996, c. 418
¶ 1 The Executive Director of the British Columbia Securities Commission (the Executive Director) and Robert Leigh Jeffs (RLJ) agree as follows:
Agreed Statement of Facts
1. RLJ is a resident of British Columbia and has never been registered under the Securities Act, RSBC 1996, c. 418.
2. Francis (“Frank”) Jason Dean Biller (Biller) is a former resident of British Columbia. On February 16, 2000, the British Columbia Securities Commission prohibited Biller for ten years from trading in securities and engaging in investor relations (the Biller Order).
3. Bayshore Management Corporation (Bayshore), Fairtide Capital Corporation (Fairtide) and Gibraltor Consulting Corporation (Gibraltor) are British Columbia corporations with offices at Suite 600 – 1100 Melville Street in Vancouver (the Premises).
4. At all material times, RLJ was a director of Bayshore, director and president of Fairtide, and the sole director and president of Gibraltor.
Phone Room
5. From May 2002 to November 2002, Bayshore employed individuals (Phoners) at the Premises to promote securities of public companies to retail investors on behalf of Fairtide (the Phone Room).
6. Neither the Phoners nor Bayshore were registered under the Act.
7. The Phoners made thousands of phone calls to residences in British Columbia and elsewhere, where:
(a) contrary to section 34(1)(a) of the Act, they traded in securities by encouraging call recipients to purchase shares in the promoted securities; and
(b) contrary to section 50(1)(e) of the Act they engaged in unfair practices including:
(i) making repeated calls to the same recipients; and
(ii) pressuring call recipients to purchase the promoted securities.
8. Through his direction, operation and management of the Phone Room, Fairtide, Bayshore and Gibraltor, RLJ failed in his obligation to be aware of the provisions of the Act and to ensure that the Phoners, as employees of Bayshore, did not breach the Act.
Biller
9. In May 2002, Biller relocated from Costa Rica to Vancouver, British Columbia.
10. In June 2002, RLJ, on behalf of Gibraltor, hired Biller to manage the Phone Room. RLJ did so with knowledge of the Biller Order. Biller managed the Phone Room from June 2002 to November 2002.
11. Bayshore paid Gibraltor for Biller’s services.
12. While employed in the Phone Room, Biller engaged in investor relations activities and traded in securities, contrary to the Biller Order.
13. By engaging in the conduct set out above, RLJ enabled Biller to contravene the Biller Order, contrary to the public interest.
Mitigating Factors
14. The Executive Director has taken into account the following facts as factors mitigating the sanctions which would otherwise have applied in the public interest:
(a) RLJ is 60 years old.
(b) RLJ ceased working in investor relations four and a half years ago.
Public Interest
15. RLJ acted contrary to the public interest by engaging in the conduct set out above.
Undertakings
16. RLJ undertakes:
(a) on behalf of Fairtide and Bayshore, to ensure those corporations are permanently struck from the British Columbia Corporate Registry; and
(b) to pay $75,000 to the British Columbia Securities Commission in respect of settlement of this matter which sum is due and payable immediately without further demand.
Order
¶ 2 The Executive Director will issue an order (the Order) that under sections 161(1)(a) and 161(1)(d)(i)-(iii) of the Act, RLJ:
1. comply fully with the Act, the Securities Rules, BC Reg. 194/97, and any applicable regulations;
2. resign any position he may hold as a director or officer of any public issuer;
3. be prohibited for a period of 15 years from the date of the Order from:
(a) becoming or acting as a director or officer of any public issuer or any issuer engaging in investor relations activities; and
(b) engaging in investor relations activities.
Consent to Reciprocal Orders
¶ 3 Any securities regulator in Canada may rely on the facts admitted in this agreement solely for the purpose of making an order similar to the one contemplated above.
Waiver
¶ 4 RLJ 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.
Counterpart
¶ 5 This Settlement Agreement may be executed in counterpart or by facsimile execution and all such counterparts of executed copies or faxed copies shall be read or construed together as if they formed one originally executed document.
¶ 6 April 23, 2007
¶ 7 “ R. Jeffs”
Robert Leigh Jeffs
“David G. Fredricksen” )
Witness Signature )
David G. Fredricksen )
Witness Name (please print) )
#1400 – 1125 Howe Street )
Vancouver, BC V6Z 2K8 )
Address )
Barrister and Solicitor )
Occupation )
¶ 8 April 24, 2007
“B. Leong”
¶ 9 Brenda M. Leong
Executive Director