Settlements
Abode Home Equity Inc., et al. [Decision]
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BCSECCOM #:
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Document Type:
Decision
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Published Date:
1991-06-21
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Effective Date:
1991-06-12
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Details:
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Abode Home Equity Inc. (Re)
IN THE MATTER OF The Securities Act, S.B.C. 1985, c. 83
AND IN THE MATTER OF Abode Home Equity Inc.,
Abode Home Equity Partners Limited Partnership and
II Abode Home Equity Partners Limited Partnership
AND IN THE MATTER OF Maple Star Development Corporation
and 381280 B.C. LTD.
AND IN THE MATTER OF Roger James Joseph West,
William Carey Linde and Mervyn L. Hussack
AND IN THE MATTER OF Abode Home Equity Inc.,
Abode Home Equity Partners Limited Partnership and
II Abode Home Equity Partners Limited Partnership
AND IN THE MATTER OF Maple Star Development Corporation
and 381280 B.C. LTD.
AND IN THE MATTER OF Roger James Joseph West,
William Carey Linde and Mervyn L. Hussack
Agreed Statement of Facts and Undertaking
W.D. Nesmith
June 12, 1991
Agreed Statement of Facts and Undertaking:-- The following agreement has been reached among Abode Home Equity Inc. ("Abode"), Abode Home Equity Partners Limited Partnership ("Abode L.P. 1") and II Abode Home Equity Partners Limited Partnership ("Abode L.P. 2") (together, the "Abode Limited Partnerships"), Maple Star Development Corporation ("Maple Star"), 381280 B.C. Ltd. ("381280"), Roger James Joseph West ("West"), William Carey Linde ("Linde") and Mervyn L. Hussack ("Hussack") (collectively, the "Respondents") and the Superintendent of Brokers (the "Superintendent"):
1. |  | As the basis for the undertakings referred to in paragraphs 2 and 5 of this agreement and the orders made by the Superintendent pursuant to sections 144(1)(c) and 153 of the Securities Act, S.B.C. 1985, c. 83 (the "Act") in the form attached as Exhibit "1" (the "Attached Order"), the Respondents acknowledge the following facts as correct: | |
(a) | | Abode is incorporated under the Company Act, R.S.B.C. 1979, c. 59 (the "Company Act") and is not a reporting issuer under the Act; | |
(b) | | the Abode Limited Partnerships are limited partnerships formed under the laws of British Columbia for the purpose of trading in securities in British Columbia; | |
(c) | | Maple Star is the general partner of Abode L.P. 1 and 381280 is the general partner of Abode L.P. 2 and both Maple Star and 381280 (the "General Partners") are incorporated under the Company Act and are not reporting issuers under the Act; | |
(d) | | West is the chief executive officer and a director of Abode and the General Partners and is the promoter of the Abode Limited Partnerships; | |
(e) | | Linde was, from February 5, 1991 to May 14, 1991, the president and a director of Abode and was, from August 1, 1989 to May 14, 1991, the president of Maple Star and was, from February 2, 1990 to May 14, 1991, the president of 381280; | |
(f) | | Hussack is the secretary and a director of Abode and the General Partners; | |
(g) | | Abode acts as the general manager of the Abode Limited Partnerships and, in furtherance of the sale of securities by the Abode Limited Partnerships, has distributed sales literature to prospective salespeople representing that trades by those salespeople in securities of the Abode Limited Partnerships in the minimum amount of $8,500 may be effected in compliance with the Act; however, no prospectus has been or was intended to be filed to qualify those trades under the Act and no exemption under the Act exists to permit the trades; | |
(h) | | Abode has failed to comply with an Order of the Superintendent dated September 7, 1990 to deliver to the Superintendent copies of all advertising and sales literature that Abode proposes to use in connection with trading in securities at least seven days before the advertising and sales literature is used; | |
(i) | | Abode has failed to comply with the undertaking in the Agreed Statement of Facts and Undertaking dated September 7, 1990 (the "Agreement") to ensure that all future distributions of securities are in compliance with the provisions of the Act as provided in paragraph 5(d) of the Agreement; | |
(j) | | the offering memorandum of Abode L.P. 1 dated June 15, 1990 (the "Abode L.P. 1 Offering Memorandum") and the offering memorandum of Abode L.P. 2 dated January 10, 1991 (the "Abode L.P. 2 Offering Memorandum") are not prepared in compliance with Form 43 under the Act as required under section 126 of the Securities Regulation, B.C. Reg. 270/86; and | |
(k) | | a total of 31 units in Abode L.P. 1 (the "Units") were subscribed and paid for by five persons (the "Purchasers") under the Abode L.P. 1 Offering Memorandum and no units have been subscribed or paid for under the Abode L.P. 2 Offering Memorandum. | |
2. | | Abode L.P. 1 undertakes to deliver to each of the Purchasers an offering memorandum prepared in accordance with Form 43 under the Act and to grant to the Purchasers, and to notify the Purchasers of, the right of rescission with respect to the Units effective for the period of 30 days following receipt by the Purchasers of that offering memorandum. | |
3. | | The Respondents waive any requirement of a hearing under section 144(1) of the Act and consent to the Attached Order. | |
4. | | The Respondents waive their right to a hearing and review under section 147 of the Act in connection with the Attached Order and this agreement. | |
5. | | Each of Abode, the Abode Limited Partnerships and the General Partners undertakes to ensure that all future distributions by any of them are in compliance with the provisions of the Act. | |
6. | | Each of Abode, Maple Star, 381280, West, Linde and Hussack agrees to pay to the order of the Minister of Finance and Corporate Relations the sum of $1,250. | |
Superintendent of Brokers