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. AND THE ESTATE OF V MARION TAYLOR (THE "ESTATE")
ORDER (Section 144(1) of the Act)
WHEREAS the securities of Poseidon Concepts Corp. ("Poseidon") are subject to a temporary cease trade order issued by the Director on February 26, 2013 pursuant to paragraph 2 of subsection 127(1) and subsection 127(5) of the Act, as extended by a further cease trade order issued by the Director on March 11, 2013 pursuant to paragraph 2 of subsection 127(1) of the Act (the "Cease Trade Order"), directing that all trading in securities of the Issuer, whether direct or indirect, cease until further order by the Director;
AND WHEREAS the Commission varied the Cease Trade Order on March 19, 2013;
AND WHEREAS the Commission varied the Cease Trade Order on January 21, 2014;
AND WHEREAS the executors for the Estate (the "Executors") have made an application to the Commission pursuant to section 144(1) of the Act to vary the Cease Trade Order;
AND WHEREAS the Executors 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 Executors' 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 July 21, 2014, Poseidon was trading its shares on the OTC Markets Group.
6. The Estate owns 2,100 common shares of Poseidon, all of which were purchased by V Marion Taylor on April 26, 2012, when Poseidon's common shares were trading on the Toronto Stock Exchange.
7. Neither the Estate, the Executors nor V Marion Taylor are insiders or control persons of Poseidon, nor have they been employed by or in any way affiliated with Poseidon.
8. The Executors are seeking a variation of the Cease Trade Order under section 144(1) of the Act permitting the Estate 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 Estate 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, the Estate of V Marion Taylor, who is not, and was not at the date of this order, an insider or control person 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 22nd day of July, 2014.