BC man and issuer sanctioned for illegally distributing securities
Vancouver – In a settlement agreement with the British Columbia Securities Commission Sean Tan and Berkeley Coffee & Tea Inc. (Berkeley) have admitted they illegally distributed securities in B.C.
On April 1, 2011, Berkeley distributed shares to 59 investors, raising a total of CAD $484,590 (USD $500,000). Of the investors, 44 were from B.C., 11 from Alberta, two from Hong Kong and one from the United States. Investors were provided with a copy of a prospectus that Berkeley had previously filed with the U.S. Securities and Exchange Commission, but which did not meet either the prospectus or offering memorandum requirements of B.C.’s securities legislation.
On May 6, 2011, Berkeley filed an exempt distribution report with the BCSC, claiming the securities had been sold under the family, friends and close business associates exemption. Most of the investors did not qualify for the exemption.
Tan, a BC resident, has agreed that, as the CEO, president, and sole director of Berkeley at the time of the distributions, he was responsible for Berkeley’s contraventions of the Securities Act. He has agreed to pay $10,000 to the commission.
Tan is also prohibited from becoming or acting as a director or officer of any issuer and from engaging in investor relations activities until the later of three years from the date of the order, and the date Tan has successfully completed a directors and officers course that is satisfactory to BCSC staff. Tan may remain a director and officer of Berkeley and its wholly owned subsidiary, DTS8 Holdings Co., Ltd., and may engage in investor relations in respect of the same.
Berkeley must carry out any future capital raising activities through an exempt market dealer or registrant.
Berkeley and Tan cooperated fully with commission staff, and that neither party has a prior regulatory history with the BCSC.
The B.C. Securities Commission is the independent provincial government agency responsible for regulating trading in securities within the province. You may view the settlement agreement on our website www.bcsc.bc.ca by typing Berkeley Coffee & Tea Inc., Sean Tan or 2012 BCSECCOM 424 in the search box. Information regarding disciplinary proceedings can be found in the Enforcement section of the BCSC website.
Please visit the Canadian Securities Administrators’ Disciplined Persons List for information relating to persons disciplined by provincial securities regulators, the Investment Industry Regulatory Organization of Canada (IIROC) and the Mutual Fund Dealers Association (MFDA).
For media inquiries, contact Richard Gilhooley, media relations, 604-899-6713. For public inquiries, call 604-899-6854 or 1-800-373-6393 (toll free).
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