IN THE MATTER OF THE SECURITIES ACT
R.S.O. 1990, c. S.5, AS AMENDED
- AND -
IN THE MATTER OF TRICOASTAL CAPITAL PARTNERS LLC,
TRICOASTAL CAPITAL MANAGEMENT LTD.
and KEITH MACDONALD SUMMERS
(Subsections 127(1) & 127(5))
WHEREAS it appears to the Ontario Securities Commission (the “Commission”) that:
- Keith MacDonald Summers (“Summers”) is an individual who resides in Ontario. He is the sole director of Tricoastal Capital Management Ltd. (“Tricoastal Capital”) and principal of Tricoastal Capital Partners LLC (“Tricoastal Partners”). Summers is not currently registered to trade in securities in Ontario;
- Tricoastal Partners is a corporation incorporated in the State of Delaware and has never been a reporting issuer in Ontario or registered to trade in securities in Ontario;
- Tricoastal Capital is a corporation incorporated in the Province of Ontario and has never been a reporting issuer in Ontario or registered to trade in securities in Ontario;
- Summers, Tricoastal Partners and Tricoastal Capital (collectively, the “Respondents”) appear to be trading securities without registration or an exemption to the registration requirements contrary section 25 of the Securities Act, R.S.O. 1990, c. S.5, as amended (the “Act”);
- The Respondents appear to be trading in securities that would constitute a distribution without a prospectus or an appropriate exemption from the prospectus requirement contrary to section 53 of the Act; and,
AND WHEREAS the Commission is of the opinion that the time required to conclude a hearing could be prejudicial to the public interest as set out in section 127(5) of the Act;
AND WHEREAS the Commission is of the opinion that it is in the public interest to make this order;
AND WHEREAS by Commission order made April 12, 2013 pursuant to section 3.5(3) of the Act each of Howard I. Wetston, James E. A. Turner, Mary G. Condon, James D. Carnwath, Edward P. Kerwin, Vern Krishna, Alan J. Lenczner, Christopher Portner, and C. Wesley Scott acting alone, is authorized to make orders under subsections 127(1) and 127(5) of the Act;
IT IS ORDERED pursuant to clause 2 of subsection 127(1) and subsection 127(5) of the Act that all trading in any securities by the Respondents or their agents shall cease;
IT IS FURTHER ORDERED pursuant to clause 3 of subsection 127(1) and subsection 127(5) of the Act that the exemptions contained in Ontario securities law do not apply to the Respondents or their agents; and
IT IS FURTHER ORDERED pursuant to subsection 127(6) of the Act that this order shall take effect immediately and shall expire on the fifteenth day after its making unless extended by order of the Commission.
DATED at Toronto this 25th day of July, 2013.