Proceedings

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IN THE MATTER OF THE SECURITIES ACT
R.S.O. 1990, c. S.5, AS AMENDED

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IN THE MATTER OF

HILLCORP INTERNATIONAL SERVICES,
HILLCORP WEALTH MANAGEMENT, SUNCORP HOLDINGS,
1621852 ONTARIO LIMITED, STEVEN JOHN HILL, JOHN C. MCARTHUR,
DARYL RENNEBERG and DANNY DE MELO


ORDER
Sections 127(1), 127(7) and 127(8)



WHEREAS on July 21, 2009 the Ontario Securities Commission (the “Commission”) issued a temporary cease trade order (the “Temporary Order”) and on July 24, 2009 issued an amended temporary cease trade order (the “Amended Order”) pursuant to subsections 127(1) and 127(5) of the Securities Act, R.S.O. 1990, c. S.5, as amended (the “Act”) ordering the following:
  1. that all trading in any securities by 1621852 Ontario Limited (“162 Ontario”), Hillcorp International Services (“Hillcorp International”), Hillcorp Wealth Management (“Hillcorp Wealth”), Suncorp Holdings or their agents or employees shall cease;
  2. that all trading in any securities by Steven John Hill (“Hill”), John C. McArthur (“McArthur”), Daryl Renneberg (“Renneberg”) and Danny De Melo (“De Melo”) shall cease;
  3. that the exemptions contained in Ontario securities law do not apply to 162 Limited, Hillcorp International, Hillcorp Wealth, Suncorp Holdings or their agents or employees; and
  4. that the exemptions contained in Ontario securities law do not apply to Hill, McArthur, Renneberg and De Melo;
AND WHEREAS on July 21, 2009 the Commission ordered that the Temporary Order shall expire on the 15th day after its making unless extended by the Commission and on July 24, 2009 the Commission ordered that the Amended Order shall expire on August 5, 2009;

AND WHEREAS on July 21, 2009 the Commission issued a Notice of Hearing to consider, among other things, the extension of the Temporary Order, to be held on August 5, 2009 at 11:00 a.m. (the “Notice of Hearing”);

AND WHEREAS on July 24, 2009 the Commission issued an amended Notice of Hearing to consider, among other things, the extension of the Amended Order, to be held on August 5, 2009 at 11:00 a.m. (the “Amended Notice of Hearing”);

AND WHEREAS Staff of the Commission (“Staff”) have served 162 Ontario, Hillcorp International, Hillcorp Wealth, Suncorp Holdings, Hill, McArthur, Renneberg and De Melo with copies of the Temporary Order, the Amended Order, the Notice of Hearing and the Amended Notice of Hearing as evidenced by the Affidavits of Service of Kathleen McMillan sworn on July 30, 2009 and July 31, 2009;

AND WHEREAS the Commission held a Hearing on August 5, 2009 and counsel for 162 Ontario, Hillcorp International and Hill attended the hearing and counsel for Renneberg attended the hearing;

AND WHEREAS Hillcorp Wealth, Suncorp Holdings, McArthur and De Melo did not attend the Hearing;

AND WHEREAS the Commission reviewed the Affidavits of Amy Tse sworn July 22, 2009 and July 24, 2009;

AND WHEREAS the Commission heard submissions from counsel for Staff and from counsel for 162 Ontario, Hillcorp International and Hill and counsel for Renneberg;

AND WHEREAS counsel for 162 Ontario, Hillcorp International and Hill and counsel for Renneberg did not oppose the extension of the Amended Order to February 8, 2010, and counsel for Renneberg requested a carve-out to permit Renneberg to trade under certain conditions;

AND WHEREAS the Commission is of the opinion that it is in the public interest to make this Order;

IT IS HEREBY ORDERED pursuant to subsections 127(7) and 127(8) of the Act that the Amended Order is extended to February 8, 2010; and specifically:
  1. that all trading in any securities by and of 162 Ontario, Hillcorp International, Hillcorp Wealth, Suncorp Holdings shall cease;
  2. that the exemptions contained in Ontario securities law do not apply to 162 Limited, Hillcorp International, Hillcorp Wealth, Suncorp Holdings or their agents or employees;
  3. that all trading in any securities by Hill, McArthur, Renneberg and De Melo shall cease;
  4. that the exemptions contained in Ontario securities law do not apply to Hill, McArthur, Renneberg and De Melo;
  5. with the exception that Renneberg may trade in certain securities for his own account or for the account of his registered retirement savings plan or registered retirement income fund (as defined in the Income Tax Act (Canada)) in which he has sole legal or beneficial ownership, provided that:

    1. the securities consist only of securities that are listed and posted for trading on the Toronto Stock Exchange or the New York Stock Exchange (or their successor exchanges) or are issued by a mutual fund which is a reporting issuer;
    2. Renneberg submits to Staff, at least five business days prior to the first trade made under this Order, a detailed written statement showing his direct or indirect legal or beneficial ownership of or control or direction over all securities referred to in paragraph (a), as of the date of this Order;
    3. Renneberg does not have direct or indirect legal or beneficial ownership of or control or direction over more than one per cent of the outstanding securities of the class or series of the class in question;
    4. Renneberg must trade only through a registered dealer and through accounts opened in his name only and must immediately close any trading accounts that were not opened in his name only; and
    5. Renneberg must submit standing instructions to each registrant with whom he has an account, or through or with whom he trades any securities, directing that copies of all trade confirmations and monthly account statements be forwarded directly to Staff at the same time such documents are sent to Renneberg, and Renneberg must ensure that such instructions are complied with.
IT IS FURTHER ORDERED that the Hearing is adjourned to Friday, February 5, 2010 at 10:00 a.m.

Dated at Toronto this 5th day of August, 2009.


“Carol S. Perry”
Carol S. Perry
“Kevin J. Kelly”
Kevin J. Kelly