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Ivernia West Inc. - s. 144
Headnote
Section 144 -- variation of Management CeaseTrade Order to remove some of the persons named.
Statutes Cited
Securities Act, R.S.O. 1990, c. S.5, as am.,s. 144.
IN THE MATTER OF
THE SECURITIES ACT
R.S.O. 1990, c. S.5, AS AMENDED(the "Act")
AND
IN THE MATTER OF
J. TREVOR EYTON, DAVID HOUGH,DAVID ARMSTRONG, WALTER MURRAY, KENNETH SANGSTER,
ALAN DE'ATH, BRENDAN MCMORROW,TREVOR WATTERS, PETER LINDEGGER, TONY MUIR,
FERGUS GRAHAM, ANGLO AMERICANPLC, SIMON R. THOMPSON, BEN KEISLER, HILMAR RODE,
MICHAEL GORDON, DAVE MORRIS,DON CUNNINGHAM, RESOURCES INVESTMENT TRUST PLC,
CHARLES JAMES PAYAN DAWNEY,CHARLES ANDREW FOWLER, DAVID JAMES HUTCHINS,
JOHN MERFYN ROBERTS, KJELDRANDOLPH THYGESEN AND HOWARD DRUMMON
ORDER
(Section 144)
WHEREAS J. Trevor Eyton, David Hough,David Armstrong, Walter Murray, Kenneth Sangster, Alan De'ath,Brendan McMorrow, Trevor Watters, Peter Lindegger, Tony Muir,Fergus Graham, Anglo Amerian plc, Simon R. Thompson, Ben Keisler,Hilmar Rode, Michael Gordon, Dave Morris, Don Cunningham, ResourcesInvestment Trust plc, Charles James Payan Dawney, Charles AndrewFowler, David James Hutchins, John Merfyn Roberts, Kjeld RandolphThygesen and Howard Drummon $B:($EB:collectively the Respondents)were subject to a temporary order issued by the Manager, CorporateFinance, (the Manager) on behalf of the Ontario Securities Commission(the Commission), pursuant to paragraph 2 of subsection 127(1)and subsection 127(5) of the Act, on May 22, 2003 (the CeaseTrade Order), directing that trading by the Respondents in thesecurities of Ivernia West Inc. (Ivernia) cease temporarily;
AND WHEREAS the Manager issued the CeaseTrade Order because Ivernia failed to file with the Commissionannual audited financial statements for the year ended December31, 2002 (the Annual Financial Statements) and because the Respondentswere named in an Affidavit of Alan De'ath, Vice-President andChief Financial Officer of Ivernia, as being directors, officersor insiders of Ivernia that had, or may have had, access toundisclosed material facts or material changes with respectto Ivernia;
AND WHEREAS Anglo American plc. and Messrs.Thompson, Keisler, Rode, Gordon, Morris and Cunningham (theApplicants) have applied to the Commission pursuant to section144 of the Act for an order varying the Cease Trade Order soas to remove all references to the Applicants;
AND UPON Anglo American plc having representedto the Commission on behalf of the Applicants that:
1. Anglo American plc (Anglo) indirectly owns18.71% of the issued and outstanding common shares of Ivernia.
2. Simon R. Thompson is a member of Anglo'sExecutive Committee.
3. Ben Keisler is an Executive Vice Presidentand the General Counsel of Anglo.
4. None of Messrs. Rode, Gordon, Morris andCunningham are officers, directors or insiders of Iverniaunder the Act.
5. Anglo does not currently have and has nothad representation on Ivernia's board of directors since beforeIvernia became a reporting issuer in the Province of Ontarioin 2000.
6. No officers or directors of Anglo serveas officers of Ivernia, or vice-versa.
7. Since the end of the period covered bythe last financial statements filed by Ivernia, Anglo andMessrs. Thompson and Keisler:
a) have not had access to material undisclosedinformation with respect to Ivernia by way of their relationshipto Ivernia as insiders; and
b) have not traded in the securities ofIvernia.
8. Anglo's shareholdings in Ivernia do notprovide Anglo and Messrs. Thompson and Keisler with any greateraccess to material information or material changes concerningIvernia than other shareholders of Ivernia.
9. The only material information or materialchange with respect to Ivernia which Anglo or Messrs. Thompsonand Keisler have, or may have had, access to since September30, 2002 would be information pertaining to the possible saleby Ivernia of its interest in the Lisheen Joint Venture toAnglo and the loan by Anglo to an Ivernia subsidiary.
10. Anglo and Messrs. Thompson and Keislerwill not trade in the securities of Ivernia until the earliestof:
a) the date that is two full business daysfollowing the receipt by the Commission of the Annual FinancialStatements;
b) the date the Cease Trade Order or anysuccessor cease trade order expires; and
c) the date on which Anglo and Messrs. Thompsonand Keisler do not have knowledge of a material fact ormaterial change with respect to Ivernia that has not beengenerally disclosed.
AND WHEREAS the Commission is of theopinion that it is not prejudicial to the public interest tomake this order;
IT IS ORDERED pursuant to subsection144(1) of the Act that the Cease Trade Order is varied effectiveas of May 22, 2003 so as not to include Anglo American plc,Simon R. Thompson, Ben Keisler, Hilmar Rode, Michael Gordon,Dave Morris and Don Cunningham and that all references to thesepersons be removed from the Cease Trade Order.
June 4, 2003.
"Margo Paul"