Proceedings

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

- AND -

IN THE MATTER OF
NELSON FINANCIAL GROUP LTD., NELSON INVESTMENT GROUP LTD.,
MARC D. BOUTET, STEPHANIE LOCKMAN SOBOL,
PAUL MANUEL TORRES, H. W. PETER KNOLL

ORDER



WHEREAS on May 12, 2010, the Ontario Securities Commission (the “Commission”) issued a Notice of Hearing and a Statement of Allegations in this matter pursuant to section 127 and 127.1 of the Securities Act, R.S.O. 1990, c. S.5, as amended (the “Act”);

AND WHEREAS on November 10, 2010, the Staff of the Commission amended the Statement of Allegations;

AND WHEREAS Nelson Financial Group Ltd. (“Nelson Financial”) is the subject of restructuring proceedings under the Companies’ Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended (the “CCAA”);

AND WHEREAS Nelson Financial entered into a settlement agreement with Staff of the Commission (“Staff”) dated April 13, 2011 (the “Settlement Agreement”), a copy of which is attached as Schedule “A” to this Order, subject to the approval of the Commission;

AND UPON reviewing the Settlement Agreement, and upon hearing submissions from counsel for Staff and Nelson Financial;

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

IT IS ORDERED THAT

  1. The Settlement Agreement is approved;
  2. Trading in any securities of or by Nelson Financial shall cease throughout the period of restructuring under the CCAA, pursuant to s. 127(1)2 of the Act;
  3. Any exemptions contained in Ontario securities law shall not apply to Nelson Financial throughout the period of restructuring under the CCAA, pursuant to s. 127(1)3 of the Act;
  4. The trading restrictions and removal of exemptions set out in paragraphs 2 and 3 above shall expire upon the completion of the CCAA proceeding;
  5. Paragraphs 2 and 3 shall not apply to any securities to be issued, exchanged, redeemed or otherwise dealt with:
    1. pursuant to any order of the Court; or
    2. in the course of transaction implementing any plan of compromise or arrangement of Nelson Financial pursuant to the CCAA, or Articles of Reorganization of Nelson Financial pursuant to section 186 of the Ontario Business Corporations Act that shall have been approved and sanctioned by the Court in the CCAA proceeding on notice to the Staff.

 

DATED at Toronto this 15th day of April, 2011.

 

" Edward P. Kerwin "
Edward P. Kerwin