Poseidon Concepts Corp. et al. – s. 144(1)
Headnote
Section 144(1) -- Application to vary a cease trade order -- cease trade order varied to permit individual beneficial shareholders, who are not insiders or control persons, to sell securities outside of Canada, subject to conditions.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127, 144.
IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990, C. S.5, AS AMENDED
(THE “ACT”)
AND
IN THE MATTER OF
POSEIDON CONCEPTS CORP. (“POSEIDON”)
AND
GARY L. CORNISH AND JOHN F. CORNISH
(THE “APPLICANTS”)
ORDER
(Section 144(1) of the Act)
WHEREAS the Ontario Securities Commission (the "Commission") issued an order on February 26, 2013, under paragraph 2 of subsection 127(1) and subsection 127(5) of the Act, ordering that trading in the securities of Poseidon cease trading temporary (the "Temporary Cease Trade Order");
AND WHEREAS the Commission issued a further order dated March 11, 2013, pursuant to subsection 128(8) of the Act, extending the Temporary Cease Trade Order by ordering that trading in the securities of Poseidon shall cease until revoked by a further order (the "Cease Trade Order");
AND WHEREAS the Commission varied the Cease Trade Order on March 19, 2013;
AND WHEREAS the Applicants have made an application to the Commission pursuant to section 144(1) of the Act to vary the Cease Trade Order;
AND WHEREAS the Applicants have represented to the Commission that:
1. A cease trade order with respect to the securities of Poseidon was also issued by the Alberta Securities Commission on February 14, 2013.
2. On April 9, 2013, Poseidon and its affiliates obtained an initial order from the Alberta Court of Queen's Bench providing creditor protection under the Companies' Creditors Arrangement Act (Canada).
3. To the best of the Applicants' knowledge, Poseidon sold all of its assets on or about June 25, 2013.
4. Poseidon's securities are not listed on and do not trade on any exchange in Canada.
5. Poseidon's securities are not subject to cease trade orders in jurisdictions outside of Canada. As of January 14, 2013, Poseidon was trading its shares on the OTC Markets Group.
6. Gary L. Cornish owns 3,200 common shares of Poseidon: 1767 shares purchased on November 18, 2011, 433 shares purchased on November 21, 2011, and 1,000 shares transferred to him from the estate of Helen L. Cornish on December 31, 2013.
7. John F. Cornish owns 1,000 common shares of Poseidon transferred to him from the estate of Helen L. Cornish on December 31, 2013 (together, the "Subject Shares").
8. Helen L. Cornish originally purchased her shares on November 21, 2011. The Applicants have owned the Subject Shares since 2011 at which time the common shares of Poseidon were trading on the Toronto Stock Exchange.
9. Neither of the Applicants is an insider or control person of Poseidon, or has been employed by or in any way affiliated with Poseidon.
10. The Applicants are seeking a variation of the Cease Trade Order under section 144(1) of the Act permitting the Applicants to dispose of the Subject Shares outside of Canada.
AND UPON the Commission being satisfied that:
a) the terms and conditions to the Cease Trade Order put the Applicants in disadvantage to non-Canadian shareholders who are free to trade their shares on the OTC Markets Group; and
b) it is not prejudicial to the public interest to vary the Cease Trade Order under section 144(1) of the Act;
IT IS ORDERED that, pursuant to section 144(1) of the Act, the Cease Trade Order be varied by including the following section:
Despite this order, Gary L. Cornish and John F. Cornish, who are not, and were not at the date of this order, insiders or control persons of Poseidon Concepts Corp., may sell securities of Poseidon Concepts Corp. acquired before the date of this order, if:
1. the sale is made through the OTC Markets Group; and
2. the sale is made through an investment dealer registered in Ontario.
DATED this 21st day of January, 2014.