Settlements

VERONIKA HIRSCH, et. al. [Agreed Stmt.]

BCSECCOM #:
Document Type:
Agreed Stmt.
Published Date:
1997-11-07
Effective Date:
1997-11-04
Details:


IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418

AND

IN THE MATTER OF VERONIKA HIRSCH AND SAMEH MAGID


Agreed Statement of Facts and Undertaking


The following agreement has been reached between Veronika Hirsch (“Hirsch”), Sameh Magid (“Magid”) and the Executive Director

1. As the basis for the orders and undertakings referred to below, Hirsch and Magid acknowledge the following facts as to be correct:

      1.1 Oliver Gold Corporation (“Oliver Gold”) issued a news release dated January 30, 1996, announcing a private placement (the “Private Placement”) of 1,000,000 special warrants at $1.53 per special warrant. Each Special Warrant consisted of one common share and one half of a share purchase warrant. Each share purchase warrant was excercisable at $1.53 for 12 months and at $1.76 for a further six months;

      1.2 the Private Placement was not intended by Oliver Gold to be qualified under Ontario law for distribution in Ontario;

      1.3 on or about January 30, 1996, Magid asked Hirsch if the AGF funds of which she was portfolio manager, would be interested in the Private Placement;

      1.4 Hirsch declined to participate in the Private Placement as portfolio manager for AGF, but she did agree, on or about January 30 or 31, 1996, to participate personally in the Private Placement;

      1.5 on or about March 15, 1996, Magid told Hirsch that she would be allocated 65,000 special warrants in the Private Placement for $99,450;

      1.6 the minimum amount in British Columbia to qualify as a purchaser of this Private Placement was $97,000, which was the “prescribed amount” pursuant to section 74(1)(4) of the Securities Act, R.S.B.C. 1996, c. 418 (the “Act”) and to section 129(1) of the Rules. Had this Private Placement been qualified in Ontario, the minimum amount to qualify would have been $150,000;

      1.7 on or about March 8, 1996, Hirsch signed a private placement subscription agreement (the “Subscription Agreement”) which was purported to have been signed in Vancouver. The Subscription Agreement disclosed her address as 3174 West 3rd Avenue, in the City of Vancouver, in the Province of British Columbia, V3K 1M9;

      1.8 attached to the Subscription Agreement were two appendices: first, a private placement questionnaire and undertaking, which was dated at Toronto and, second, a Form 20A pursuant to the Act. Each of the appendices had been filled out in part by Magid and signed by Hirsch and each of them record Hirsch’s address as 3174 West 3rd Avenue, Vancouver. The Form 20A, which was the second appendix, was a document required by section 135 of the Rules to the Act;

      1.9 to Hirsch’s knowledge, 3174 West 3rd Avenue, Vancouver, B.C., was Magid’s address. Hirsch was not at any material time a resident of British Columbia, but rather was a resident of Ontario;

      1.10 Hirsch was at all times aware that this Private Placement was subject to the regulatory jurisdiction of the British Columbia Securities Commission (the “Commission”) as well as of the Vancouver Stock Exchange;

      1.11 in signing the Subscription Agreement, Hirsch acknowledged that Oliver Gold had filed no prospectus with the Commission in respect of this transaction, and acknowledged that Oliver Gold was relying upon certain statutory exemptions of the Act, with respect to the purchase of its shares;

      1.12 Hirsch acknowledges that she did not, as she should have, take appropriate steps to ensure that the Private Placement was qualified for issue in Ontario;

      1.13 the Private Placement closed on April 4, 1996. On April 10, 1996, Oliver Gold filed with the Commission a Form 20 dated April 3, 1996, setting out the full names and addresses of the purchasers, among other things;

      1.14 on June 14, 1996, the Commission issued a receipt for a prospectus filed by Oliver Gold, which qualified for sale the warrants and common shares of the Private Placement issued upon exercise of the special warrants;

      1.15 Hirsch sold, between July 16, 1996 and September 4, 1996, all the shares of Oliver Gold which she had acquired from or through the Private Placement, and realized a gross profit of $165,173; and

      1.16 Hirsch and Magid acted contrary to the public interest by making a false statement as to Hirsch’s residential address in a Form 20A.
2. Hirsch agrees to pay $20,000 towards the costs of the investigation incurred by the Commission and a further $20,000 as an administrative penalty pursuant to section 162 of the Act.

3. Hirsch further agrees to pay to the British Columbia Securities Commission Investors’ Education Fund the amount of $99,573, which is equivalent to the after tax profits she earned on the sale of the shares of Oliver Gold.

4. Hirsch agrees to make payment of the above-noted amounts as follows:
      4.1 $20,000 on or before November 15, 1997, towards the costs of the investigation incurred by the Commission;

      4.2 $70,000 on or before May 1, 1998, representing $20,000 respecting the administrative penalty imposed pursuant to section 162 of the Act and $50,000 as the first portion of the payment of $99, 573;

      4.3 $49,573 on or before November 1, 1998, representing the balance of the payment of $99,573;

5. Magid has agreed to pay $20,000 towards the costs of the investigation incurred by the Commission and a further $10,000 as an administrative penalty pursuant to section 162 of the Act, payable within two weeks of the execution of the Agreed Statement of Facts and Undertaking in this matter.

6. any commission or other profit earned on the sale of the securities of Oliver Gold to Hirsch has been returned to Oliver Gold by Magid’s employer.

7. Hirsch and Magid have co-operated with staff of the Commission during the investigation of these matters.

8. Hirsch and Magid waive any right either of them 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.

9. This Agreed Statement of Facts and Undertaking may be signed in counterpart.

DATED at , , on November , 1997.

_____________________________ )
Witness Signature )
_____________________________ )
Witness Name ) Veronika Hirsch
_____________________________ )
_____________________________ )
Address )
_____________________________ )
Occupation
      DATED at , , on November , 1997.

_____________________________ )
Witness Signature )
_____________________________ )
Witness Name )
_____________________________ ) Sameh Magid
_____________________________ )
Address )
_____________________________ )
Occupation )


DATED at Vancouver, British Columbia, on November 4, 1997.




Paul C. Bourque
                      Executive Director

8. Hirsch and Magid waive any right either of them 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.

9. This Agreed Statement of Facts and Undertaking may be signed in counterpart.

DATED at Toronto, Ontario, on November 4, 1997.

“Thomas J. Lockwood” )
Witness Signature )
Thomas J. Lockwood )
Witness Name ) “Veronika Hirsch”
439 University Ave., Suite 2100 )
Toronto, Ontario, M5J 1Y8 )
Address )
Lawyer )
Occupation

      DATED at , , on November , 1997.

_____________________________ )
Witness Signature )
_____________________________ )
Witness Name )
_____________________________ ) Sameh Magid
_____________________________ )
Address )
_____________________________ )
Occupation )


DATED at Vancouver, British Columbia, on November , 1997.




Paul C. Bourque
Executive Director


8. Hirsch and Magid waive any right either of them 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.

9. This Agreed Statement of Facts and Undertaking may be signed in counterpart.

DATED at , , on November , 1997.

_____________________________ )
Witness Signature )
_____________________________ )
Witness Name ) Veronika Hirsch
_____________________________ )
_____________________________ )
Address )
_____________________________ )
Occupation

      DATED at Vancouver, British Columbia, on November 4, 1997.

“Greg Walsh” )
Witness Signature )
Gregory Walsh, Q.C. )
Witness Name )
1000 - 885 West Georgia St. ) “Sameh Magid”
Vancouver, B.C. V6C 3E8 )
Address )
Barrister & Solicitor )
Occupation )


DATED at Vancouver, British Columbia, on November , 1997.




Paul C. Bourque
Executive Director