Settlements

CANA-TECA PHASE 1 LIMITED PARTNERSHIP (aka THE PARTNERSHIP) [Agreed Stmt]

BCSECCOM #:
Document Type:
Agreed Stmt
Published Date:
1996-12-06
Effective Date:
1996-12-03
Details:


IN THE MATTER OF THE SECURITIES ACT
S.B.C. 1985, c. 83

AND

IN THE MATTER OF CANA-TECA PHASE 1 LIMITED PARTNERSHIP
(THE "PARTNERSHIP")


Agreed Statement of Facts and Undertaking


The following agreement has been reached between Cana-Teca Phase I Limited Partnership (the “Partnership”) and the Executive Director:

1. As the basis for the undertakings referred to in paragraph three of this agreement, the Partnership acknowledges the following facts as correct:
      (a) The Partnership is a limited partnership duly registered under the Partnership Act (British Columbia) on June 18, 1992 and is not a reporting issuer under the Securities Act, S.B.C. 1985, c. 83 (the “Act”);

      (b) Ganadera Montecele S.A. (“Ganadera”), a company incorporated under the laws of Costa Rica and extra-provincially registered to do business in British Columbia under the Company Act (British Columbia), is the general partner of the Partnership;

      (c) During the period December 14, 1992 to December 9, 1994 the Partnership distributed units of its own issue (the “Units”) to residents of British Columbia by way of an offering memorandum dated June 19, 1992, as amended;

      (d) In distributing some of the Units to residents of British Columbia the Partnership purported to rely on the registration and prospectus exemptions set out in then sections 76(a) and 117(a), respectively, of the Securities Regulations, B.C. Reg 270/86 (the “Regulations”), however, such exemptions were not available because the distributions were accompanied by an advertisement of the Units;

      (e) The distributions referred to in paragraph 1(d) were thus made without registration, prospectus or an exemption therefrom contrary to sections 20 and 42 of the Act;

      f) The Partnership offered rescission rights to those investors who were issued Units by the Partnership in reliance upon the registration and prospectus exemptions set out in sections 76(a) and 117(a), respectively, of the Regulations where such distributions were accompanied by an advertisement;

      g) The terms and conditions of the rescission offer (the “Offer”) were as follows:
          i) The Offer was made to those investors referred to in paragraph 1(f) and was open for the period commencing on August 16, 1996 and ending on September 30, 1996 (the “Expiry Date”);

          ii) Any investor electing to accept the Offer and rescind his subscription (a “Rescinding Investor”) must complete, sign and return the election form accompanying the Offer, together with his original unit certificate, to the Partnership at the address set forth below on or before 4:00 p.m. on the Expiry Date:

          Cana Teca Phase 1 Limited Partnership
          c/o Gregory T. Chu, A law Corporation
          Suite 450 - 688 West Hastings Street
          Vancouver, British Columbia
          V6B 1P1

          Attention: Gregory T. Chu

          iii) The Partnership would return any subscription monies paid to the Partnership by a Rescinding Investor without interest or deduction on or before January 31, 1997; and
      h) On several occasions in 1996, the Partnership distributed to members of the public in British Columbia a marketing pamphlet in which it advised on securities at a time when neither the Partnership nor the employees who prepared and distributed the pamphlet were registered as advisors under the Act or had an exemption from registration.

2. The Partnership has cooperated fully with the British Columbia Securities Commission (the “Commission”) in its investigation.

3. The Partnership hereby undertakes to the Executive Director to be more diligent in complying with the Act and the Securities Rules, B.C. Reg. 479/95.

4. The Partnership agrees to pay to the Commission the sum of $7,500.

5. The Partnership waives any right it may have under the Act or otherwise to a hearing and review, judicial review or appeal related to, in connection with or incidental to this Agreed Statement of Facts and Undertaking.

DATED at Vancouver, British Columbia, on December 3, 1996.

CANA-TECA PHASE 1 LIMITED PARTNERSHIP
by its general partner Ganadera Montecele S.A.




Gregory Chu of Tuskey Chu)
Witness Name (Please print))
Birks Place, Suite 450)
688 West Hastings Street)
Vancouver, BC V6B 1P1__)David J. Roland___________
Address)Authorized Signatory
Barristers and Solicitor____)
Occupation)

DATED at Vancouver, British Columbia, on December 3, 1996.





Dean E. Holley
Executive Director


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