Edward P. Kerwin

The applicant, a U.S. publicly traded real estate investment trust, applied for an exemption from the prospectus requirements under the Securities Act to distribute shares of a partially owned U.S. company to its shareholders by way of a dividend in specie.

The applicant and the spun-off company are not reporting issuers in Canada, and the number of Canadian shareholders is de minimis.

The Ontario Securities Commission granted the exemptive relief, noting that no investment decision was required from the Canadian shareholders and that they would receive the same disclosure materials as U.S. shareholders.

The applicants, a U.K. listed parent company and its Canadian wholly-owned subsidiary, applied for exemptive relief from continuous disclosure, certification, audit committee, and insider reporting requirements.

The subsidiary could not rely on the credit support issuer exemption in section 13.4 of NI 51-102 because the parent was not an SEC issuer.

The Ontario Securities Commission granted the requested relief, subject to conditions substantially analogous to those in section 13.4 of NI 51-102, including that the parent meets the definition of a designated foreign issuer.

Following a merits decision finding the respondents engaged in unregistered trading, advising, illegal distribution, and fraud through a 'Debt Elimination Strategy' program, the Ontario Securities Commission held a sanctions and costs hearing.

The respondents did not attend.

The Commission ordered permanent market bans against the respondents, a $300,000 administrative penalty, disgorgement of $859,555, and costs of $235,502.15, finding their conduct caused significant harm to investors and warranted strong specific and general deterrence.

The Filer, Sunshine Silver Mines Corporation, applied for exemptive relief from the prospectus requirements under sections 25 and 53 of the Securities Act (Ontario) to permit the posting of electronic roadshow materials on commercial services during the waiting period between the preliminary and final prospectus.

The relief was required because compliance with U.S. offering rules, which mandate unrestricted access to roadshow materials, conflicts with Canadian prospectus requirements.

The Ontario Securities Commission granted the relief, subject to conditions including that purchasers in Canada be provided a contractual right of action for any misrepresentation in the roadshow materials.

The applicant, a French issuer, sought exemptive relief from the prospectus and dealer registration requirements of the Securities Act in connection with a global employee share offering.

The offering involved the use of collective employee shareholding vehicles (FCPEs) under French law, which prevented reliance on standard prospectus and registration exemptions.

The Ontario Securities Commission granted the requested relief, subject to conditions regarding the first trade of the securities.

The applicant, a U.S. cooperative of travel agents, applied for exemptive relief from the registration and prospectus requirements of the Securities Act to distribute shares to Canadian travel agencies.

The applicant is not a reporting issuer in Canada and the shares are not traded on any marketplace.

The Ontario Securities Commission granted the requested relief, subject to conditions including the delivery of the applicant's constating documents and a statement regarding the unavailability of certain statutory protections.

The respondent, a directing mind of a mutual fund manager, pled guilty to criminal fraud and admitted to contravening Ontario securities law by misappropriating investor funds and authorizing payments to himself.

Following an agreed statement of facts, a sanctions hearing was held.

The Commission ordered permanent trading and registration bans, a reprimand, and disgorgement of $320,000, rejecting the respondent's argument that he lacked the ability to pay.

Staff of the Ontario Securities Commission sought to extend a temporary cease trade order against the respondent.

The respondent opposed the extension, arguing that the allegations justifying the temporary order were not included in the recently filed Statement of Allegations.

The Commission found sufficient evidence of potentially harmful conduct to justify an extension, but declined to extend it indefinitely.

The temporary order was extended for a finite period to allow Staff an opportunity to amend the Statement of Allegations to include the conduct that gave rise to the temporary order.

Following a merits decision finding that the respondents engaged in unregistered trading, illegal distribution of securities, and fraud, the Ontario Securities Commission held a hearing to determine sanctions and costs.

The Commission ordered permanent market prohibitions against the corporate respondent and the individual respondent, Schiavone.

Schiavone was also ordered to pay a $300,000 administrative penalty, disgorge $43,300 individually, and be jointly and severally liable with the corporate respondent to disgorge $295,700.

The respondents were ordered to pay $39,666.62 in costs.

Following a merits hearing where the respondent was found to have engaged in unregistered trading, illegal distribution of securities, and making prohibited representations in a boiler room scheme, the Commission held a sanctions and costs hearing.

The respondent did not appear.

The Commission ordered the respondent to cease trading in securities for three years, prohibited him from acquiring securities for three years, reprimanded him, ordered disgorgement of $595 in commissions earned, and permanently banned him from telephoning residences for the purpose of trading securities.

Vanguard Investments Canada Inc. applied to the Ontario Securities Commission for exemptive relief for its exchange-traded funds.

The applicant sought relief from the take-over bid requirements and the requirement that the funds' prospectus contain an underwriter's certificate.

The Commission granted the requested relief, subject to the condition that purchasers of units provide an undertaking not to exercise voting rights for units representing more than 20% of the outstanding units.

The underwriter certificate exemption was granted subject to a sunset clause.

The Royal Canadian Mint applied for exemptive relief from the prospectus requirements under the Securities Act in connection with the distribution of exchange-traded receipts representing undivided interests in silver bullion.

The Ontario Securities Commission granted the relief, subject to conditions requiring the Mint to provide purchasers with an Information Statement, maintain a program website with continuous disclosure, and file prescribed documents on SEDAR.

The Filer applied for exemptive relief from the related issuer restriction in the Securities Act and the restriction in NI 31-103 regarding investments in issuers where a responsible person is an officer or director.

The relief was sought to permit the Top Funds to invest in Underlying Funds managed by the Filer (a fund-on-fund structure).

The Ontario Securities Commission granted the requested exemptions, subject to conditions including that the Top Funds are distributed under prospectus exemptions, no duplication of fees occurs, and appropriate disclosure is provided in the offering memorandum.

The Ontario Securities Commission held a merits hearing regarding allegations that Empire Consulting Inc. and its principal, Desmond Chambers, breached the Securities Act.

The Respondents operated a 'debt elimination strategy' program, raising approximately $1.5 million from investors for foreign exchange trading.

The Commission found that the Respondents traded and advised in securities without registration, distributed securities without a prospectus, and perpetrated a fraud on investors by misrepresenting portfolio values and misappropriating funds for personal use and to pay other investors.

Chambers, as the directing mind, was found liable for authorizing and acquiescing in the corporate breaches.

The applicants, a TSX-listed issuer and a foreign resident purchaser and manager, applied to the Ontario Securities Commission for exemptive relief from certain prospectus disclosure, dealer registration, and prospectus delivery requirements.

The relief was sought in connection with an 'equity line of credit' facility, under which the purchaser would buy newly issued securities of the issuer at a discount and resell them in the secondary market.

The Commission granted the requested exemptions, subject to conditions including a 9.9% cap on the number of shares distributed under the facility in any 12-month period, restrictions on the purchaser's activities, and timely disclosure of each drawdown.

Following a merits decision finding that the individual respondents engaged in unregistered trading and perpetrated a fraud on investors by misappropriating approximately $22 million in investor funds for personal luxury expenses, the Ontario Securities Commission held a sanctions and costs hearing.

The Commission ordered permanent market bans, reprimands, and director/officer bans against the respondents.

Additionally, the Commission ordered each respondent to pay an administrative penalty of $750,000, and ordered them to jointly and severally disgorge $21,908,607.

The respondents were also ordered to pay $257,756.32 in costs.

The respondent, a former registered securities salesperson, admitted to participating in a boiler room scheme by selling shares of Maitland Capital Ltd. to investors without registration, without a prospectus, and by making prohibited representations.

The Ontario Securities Commission converted the merits hearing into a sanctions hearing based on an agreed statement of facts.

The Commission ordered a three-year trading ban, a permanent telephone solicitation ban, a reprimand, and disgorgement of $91,407.10, representing the commissions the respondent earned from the illegal trades.

Staff of the Ontario Securities Commission alleged that the respondent, Tom Mezinski, traded in securities of Maitland Capital Ltd. without being registered, engaged in an illegal distribution without a prospectus, and made misleading representations to investors regarding the future listing of the shares.

The respondent did not attend the hearing.

The Commission found that the respondent acted as a salesperson in a boiler room operation, selling shares to investors without registration or a prospectus, and made prohibited representations about the shares being listed on a stock exchange.

The Commission concluded that the respondent contravened sections 25(1), 53(1), and 38(3) of the Securities Act, and ordered a separate hearing to determine sanctions and costs.

The Filers applied for an exemption from the prospectus requirement for trades of their commercial paper, which matures in not more than one year.

The exemption was sought because the commercial paper might not always meet the 'approved credit rating' requirement under section 2.35 of National Instrument 45-106.

The Ontario Securities Commission granted the exemptive relief, subject to conditions including that the commercial paper must have a prescribed rating from at least one approved credit rating organization.

The Filer, a telecommunications company organized under the laws of Mexico, applied for a decision that it is no longer a reporting issuer in the Jurisdictions.

The Filer demonstrated that its Canadian securityholdings are de minimis, its securities do not trade on any Canadian marketplace, and it has no intention of seeking public financing in Canada.

The Ontario Securities Commission, acting as principal regulator, granted the requested relief, noting that the Filer remains subject to reporting requirements under Mexican law and the rules of the Bolsa Mexicana de Valores.