U.S. resident settles with BCSC for failure to file insider reports
Vancouver – In a settlement agreement with the Executive Director of the British Columbia Securities Commission (BCSC), Peter R. Kellogg and IAT Reinsurance Company Ltd. (IAT) admitted that they failed to file required insider reports with the BCSC disclosing their beneficial ownership or control of, and transactions in, the shares of MFC Industrial Ltd. (MFC). MFC is a reporting issuer in B.C. under the Securities Act that trades on the New York Stock Exchange (NYSE).
Kellogg and IAT became reporting insiders of MFC in 1999 by acquiring beneficial ownership or control over more than 10% of MFC’s issued and outstanding common shares. Kellogg, a United States resident, is the controlling shareholder of IAT, a corporation under the laws of Bermuda with operations in the U.S.
As reporting insiders, the Securities Act required Kellogg and IAT to file certain reports with the BCSC disclosing their beneficial ownership or control of MFC shares, and any subsequent changes. From the time Kellogg and IAT became reporting insiders in 1999 until October 1, 2013 they failed to file:
- An initial insider report disclosing their beneficial ownership and control over MFC shares;
- All subsequent insider reports disclosing changes in their beneficial ownership and control over MFC shares;
- An initial early warning news release and report disclosing, among other things, that they had acquired beneficial ownership or control over more than 10% of MFC shares; and,
- All additional news releases and reports disclosing each time they acquired beneficial ownership or control over and additional 2% or more of MFC’s shares.
In October 2013, Kellogg issued and filed an early warning news release and report disclosing that he and IAT had control or direction over 33% of MFC common shares. He then late-filed all required insider reports.
In total, Kellogg failed to file reports in relation to more than 400 transactions with an approximate total transaction value in excess of $100 million. All transaction occurred in the open market over the NYSE, or in distributions directly from MFC.
The agreement notes that Kellogg and IAT cooperated with the Executive Director in reaching this settlement agreement. Upon discovery of their reporting failures, Kellogg and IAT made all required filings, paid late-filing fees of $7,750, and voluntarily reported their non-compliance to the commission.
For his misconduct, Kellogg and IAT jointly undertake to pay $25,000 to the BCSC.
You may view the settlement agreement on our website, www.bcsc.bc.ca, by typing Peter R. Kellogg, IAT Reinsurance Company or 2015 BCSECCOM 212 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).
About the British Columbia Securities Commission (www.bcsc.bc.ca)
The British Columbia Securities Commission is the independent provincial government agency responsible for regulating capital markets in British Columbia through the administration of the Securities Act. Our mission is to protect and promote the public interest by fostering:
- A securities market that is fair and warrants public confidence
- A dynamic and competitive securities industry that provides investment opportunities and access to capital
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Richard Gilhooley, Media Relations
604-899-6854 or 1-800-373-6393 (toll free)
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