Settlements

WALL FINANCIAL CORPORATION, et. al. [Agreed Stmt]

BCSECCOM #:
Document Type:
Agreed Stmt
Published Date:
1998-04-17
Effective Date:
1998-04-14
Details:


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

AND

IN THE MATTER OF WALL FINANCIAL CORPORATION,
PETER WALL, BRUNO WALL AND JACK HAGGERTY

Agreed Statement of Facts and Undertaking


The following agreement has been reached between Bruno Wall and the Executive Director:

1. As the basis for the undertakings described in paragraph 3, and paragraph 4 of this agreement, Bruno Wall acknowledges the following facts as correct:
      (a) Wall Financial Corporation (“Wall Financial”), is a reporting issuer incorporated under the Company Act, R.S.B.C. 1996, c. 62;

      (b) in 1994 the common shares of Wall Financial were listed and posted for trading on both the Vancouver Stock Exchange (the “VSE”) and The Toronto Stock Exchange (the “TSE”);

      (c) Peter Wall has been the chairman and a director of Wall Financial since 1969;

      (d) Bruno Wall has been the President and a director of Wall Financial since July, 1994 and employed by Wall Financial since 1983;

      (e) Jack Haggerty was employed by Wall Financial for many years, until his retirement in 1995, as an assistant to Peter Wall and Bruno Wall. Haggerty has never been an officer of director of Wall Financial;

      (f) during 1994, trades in the common shares of Wall Financial occurred only through the TSE;

      (g) as of September 8, 1994 there were 34,011,320 common shares of Wall Financial issued and outstanding;

      (h) on September 8, 1994, the directors of Wall Financial decided to do an Issuer Bid and Bruno Wall caused Wall Financial to file with the TSE and the VSE a Notice Of Intention To Make A Normal Course Issuer Bid ( the “Notice Of Intention”) through the VSE and TSE (the “Exchanges”). The Notice of Intention of the normal course issuer bid (the “Issuer Bid”) was accepted by the Exchanges effective September 14, 1994 and included the following details:
          (i) Wall Financial intended to purchase up to 1.5 million of its outstanding common shares, representing 4.41% of the public float;

          (ii) no purchases would be made pursuant to the Notice of Intention prior to September 15, 1994;

          (iii) the securities to be purchased would be purchased through the Exchanges at the prevailing market price of the company's shares at the time of acquisition. The purchase and payment of the shares was to be in accordance with the by-laws and rules of the Exchanges; and

          (iv) Wall Financial intended upon the acquisition of such shares to have them cancelled;
      (i) the preparation and execution of the Issuer Bid was the primary responsibility of Bruno Wall, as President of Wall Financial, although this was not part of his normal job duties;

      (j) on September 12, 1994; counsel for Wall Financial wrote to the TSE advising the TSE that Scotia McLeod Inc. would handle the purchases made under the Issuer Bid;

      (k) on September 14, 1994 Wall Financial issued a press release announcing its intention to purchase up to 1.5 million of its outstanding common shares on the TSE or the VSE;

      (l) sometime prior to October 3, 1994, Bruno Wall requested that Haggerty purchase shares of Wall Financial on behalf of Wall Financial and report these trades to Bruno Wall;

      (m) from October 3, 1994 to December 23, 1994 (the “Material Period”) Haggerty, through an account maintained in his own name at Royal Bank Action Direct (“RBAD”) and subsequently through another account in the name of Wall Financial at RBAD, purchased a total of 15,500 common shares of Wall Financial (the “Purchases”). The Purchases were made by Haggerty acting on instructions from Bruno Wall, and acting as an agent of Wall Financial under the Issuer Bid;

      (n) Haggerty made the Purchases through a total of 63 trades (the “Trades”) which represented 68.48% of the total trades effected during the Material Period. The purchases were made at arms length and the value of the shares purchased was approximately $55,500;

      (o) Haggerty reported the purchases to Bruno Wall;

      (p) Wall Financial did not make the Issuer Bid in accordance with the by-laws, rules and other regulatory instruments or policies of the TSE, contrary to section 100 of the Securities Act, R.S.B.C. 1996, c. 418 (the “Act ”), in that:
          (i) the Purchases were not made through the designated broker;

          (ii) the Exchanges were not advised of the changes in designated broker;

          (iii) the brokers on the Purchases were not advised that the Purchases were being made as part of an Issuer Bid;

          (iv) the price paid for the majority of the Purchases exceeded the price paid for the last independent trade of a board lot in that 73.01% of the Trades representing a total of 46 trades, were made at a price higher than the last independently traded board lot;

          (v) the Exchanges were not advised of a change in the disposition of acquired shares, in that the shares acquired would be reserved for issuance and not cancelled as disclosed in the Notice of Intention. The shares have been held in abeyance pending a resolution of this matter;
          (vi) month end reports, detailing the Purchases, were not filed in time; and

          (vii) disclosure was not made to Wall Financial shareholders of the Issuer Bid in reports sent to shareholders dated September 30, 1996 and December 23, 1996;

      (q) Wall Financial failed to file, and Peter Wall and Bruno Wall caused Wall Financial to fail to file, on a timely basis, insider reports disclosing the Purchases during the months of October, November and December 1994 contrary to section 87 (2) of the Act; and

      (r) Peter Wall, as Chairman and a director of Wall Financial, and Bruno Wall, as President and a director of Wall Financial were responsible for Wall Financial’s failures to comply with the by-laws, rules and other regulatory instruments or policies of the TSE and with the Act.

2. Bruno Wall has co-operated fully with the British Columbia Securities Commission in its investigation into this matter.

3. Bruno Wall undertakes and consents to pay to the British Columbia Securities Commission the sum of $25,000, $5,000.00 of which represents a portion of the cost of the investigation.

4. Bruno Wall undertakes to within one year of the date of this agreement to complete a course of study, satisfactory to the Executive Director, concerning public companies and the duties and responsibilities of directors and officers of public companies.

5. Bruno Wall waives any right, under the Act or otherwise, to a hearing, hearing in review, judicial review or appeal related to, in connection with, or incidental to this agreement.

DATED at Vancouver, British Columbia, on April 7, 1998.



_____________________________)
Witness Signature)
)
Tracey M. Cohen_______________)
Witness Name (Please Print))
)_________________________
2100 - 1075 West Georgia Street__)Bruno Wall
Address)
)
Barrister and Solicitor___________)
Occupation)

DATED at Vancouver, British Columbia, on April 14, 1998.






Michael J. Watson
A/Executive Director
©2024 British Columbia Securities Commission