Decisions

Leslie Philip Price, et al. [Decision]

BCSECCOM #:
Document Type:
Decision
Published Date:
1989-09-08
Effective Date:
1989-08-31
Details:


    Note: This Decision refers to certain criminal allegations against Lightbody. These allegations were stayed by the Crown subsequent to the Decision being rendered.

IN THE MATTER OF the Securities Act, S.B.C. 1985, c. 83,
as amended
AND IN THE MATTER OF Leslie Philip Price, Brian Edward
Stanford and William Thomas Lightbody
Order
D.M. Hyndman, J.P.H. McCall, D. Devine
August 31, 1989

STATUTES CITED:

Securities Act, S.B.C. 1985, c. 83, as am., ss. 145, 145.1, 154.2.
Criminal Code, R.S.C. 1970, c. C-34, s. 294(a).
   ORDER:-- WHEREAS the Superintendent of Brokers (the "Superintendent") gave notice of a hearing, dated July 18, 1988, and amended September 30, 1988, to be held before the British Columbia Securities Commission (the "Commission") to give Leslie Philip Price ("Price"), Brian Edward Stanford ("Stanford") and William Thomas Lightbody ("Lightbody") an opportunity to be heard before the Commission determined whether orders should be made under sections 145, 145.1 and 154.2 of the Securities Act S.B.C. 1985, c. 83, as amended (the "Act");

   AND WHEREAS on April 14, 1989, Price entered into an Agreed Statement of Facts and Undertaking with the Superintendent in which he admitted that

d)
during the period from January 1986 to August 1986 inclusive, Price was authorized to trade in, or in the alternative, was giving trading instructions for at least 13 separate trading accounts at Anglo Securities Ltd. in which accounts there were trades in the shares of Carepoint Medical Services Ltd.;
e)
during the period from January 1986 to August 1986 inclusive, Price, with the acquiescence of Stanford, directly or indirectly traded in the shares of Carepoint Medical Services Ltd. These trades resulted in a misleading appearance of trading activity in and/or an artificial price for the shares of Carepoint Medical Services Ltd;"
and in which he consented to an order removing his exemptions under section 145 of the Act for 15 years and prohibiting him from acting as a director or officer of any reporting issuer under section 145.1 of the Act for 15 years;

   AND WHEREAS on April 14, 1989, Stanford entered into an Agreed Statement of Facts and Undertaking with the Superintendent in which he made the same admissions as Price, as set out in the above recital, admitted he was disciplined by the Vancouver Stock Exchange (the "VSE") for entering orders for trading in the shares (the "Securities") of Carepoint Medical Services Ltd. ("Carepoint") which did not result in a change of beneficial ownership of the Securities, and consented to an order removing his exemptions under Section 145 of the Act for almost 2 years and prohibiting him from acting as a director or officer of any reporting issuer under section 145.1 of the Act for almost 2 years;

   AND WHEREAS on April 17, 1989, a hearing was held before the Commission at which Lightbody failed to appear and at which the Superintendent presented oral and documentary evidence;

   AND WHEREAS the following evidence was presented, to the Commission:

1.
In 1985, Lightbody acquired a controlling interest in the majority of the Securities. This acquisition was made possible through the efforts of Price who introduced the parties. As part of the acquisition, Terence Bunyon and David Boyd granted to Lightbody an option to purchase 160,000 Securities at $0.35 per share. Lightbody was the President and a director of Carepoint from November 1985 to August 1986.
2.
Anglo Securities Ltd., ("Anglo") was a registered dealer under the Act and a member of the VSE from prior to 1985 until August 1986. In 1985, Stanford purchased Anglo and became its president and a director. Price played a role in negotiating this purchase and assisted in raising financing for Anglo.
3.
On December 12, 1985, Carepoint submitted a statement of material facts ("SMF") with the VSE, signed by Lightbody as its president, a director and a promoter. The SMF was approved by the VSE on January 27, 1986. Under the SMF, 550,000 Securities were to be offered to the public. Anglo was appointed an agent of Carepoint to offer 400,000 Securities to the public, while Continental Carlisle Douglas was to offer 150,000 Securities to the public. The distribution was completed in March, 1986, and raised $508,750 (the "SMF Proceeds"). According to the SMF, the funds raised were to be used to open health care centres in and around Vancouver.
4.
Lightbody had promised to find buyers for the Securities distributed under the SMF.
5.
On March 19, 1986, contrary to the SMF, Lightbody transferred $100,000 of the SMF Proceeds to a trading account that Anglo opened in Carepoint's name.
6.
On March 20, 1986, Lightbody, contrary to the SMF, requested that Anglo provide him with a cheque for $57,000. A cheque from Anglo was so issued. The cheque was deposited in Lightbody's account on May 20, 1986. Arrangements for the deposit of the cheque into Lightbody's account were made by Price, with the actual deposit being made by Price's secretary, A.M. LaRose.
7.
On March 24, 1986, Lightbody withdrew $56,000 from his account and paid the amount to Swinton & Company in trust. Swinton & Company were the solicitors for Carepoint during the period November 1985 to August 1986. The funds were used by Lightbody to exercise the option he was granted by Bunyon and Boyd to purchase Securities.
8.
On June 6, 1986, contrary to the SMF, Lightbody transferred an additional $100,000 of the SMF Proceeds to Anglo for Carepoint's trading account.
9.
During the period from January 1986 to August 1986 inclusive, Price was authorized to trade in, or in the alternative was giving trading instructions for, at least 13 separate trading accounts ("Trading Accounts") at Anglo in which there were trades (the "Trades") in the Securities done with the acquiescence of Stanford. The Trades resulted in the accumulation of Securities in one of the Trading Accounts (the "Ashley Account") in June 1986, which account was controlled by Price. The Trades resulted in a manipulation of the Securities through a misleading appearance of trading activity in and/or an artificial price for the Securities.
10.
Price, with the acquiescence of Stanford, never in fact paid for the Securities which he was accumulating in the Trading Accounts. The inability of Price to settle the Trading Accounts contributed to a deficiency in Anglo's net free capital position as required by the rules of the VSE, leading to the financial failure of Anglo in August 1986.
11.
On May 4, 1988, a warrant was issued for Lightbody's arrest on the grounds that Lightbody committed theft of $57,000 from Carepoint contrary to section 294(a) of the Criminal Code.
   AND WHEREAS on the basis of the evidence presented, the Commission finds:

a)
that Lightbody played an instrumental role in encouraging the accumulation of Securities in the Ashley Account and the manipulation of the Securities through a misleading appearance of trading activity in and/or an artificial price for the Securities;
b)
that Lightbody was responsible, as Carepoint's President, a director and a promoter for Carepoint using the SMF Proceeds for purposes contrary those stated in the SMF; and
c)
that Lightbody committed theft of $57,000 from Carepoint.
   NOW THEREFORE the Commission, being of the opinion that it is in the public interest to do so, orders:

1.
under section 145 of the Act, that all of the exemptions described in sections 30 to 32, 55 to 58, 81 and 82 of the Act do not apply to Lightbody for a period of 15 years from the date of this order;
2.
under section 145.1 of the Act, that Lightbody:
a)
resign any position that he holds as a director or officer of a reporting issuer; and
b)
is prohibited from acting as a director or officer of any reporting issuer for a period of 15 years from the date of this order; and
3.
under section 154.2 of the Act, that Lightbody pay fees or charges for the costs of or related to the hearing in the amount of $1,000.
D.M. HYNDMAN, Chairman
J.P.H. McCALL, Member
D. DEVINE, Member