CBI Keystone Business Park
This is the specific page for the CBI Keystone Business Park Class Action. Check back to this page frequently for updates.
UPDATE NOVEMBER 30, 2016
We currently have this property listed with realtors. All future updates related to this property will be emailed to the shareholder investor class when we have progress. We will not be posting updates on this website given the confidential nature of the transaction. We are trying to maximize a sale value and the proceeds will be split with the investment class in our lawsuit. All information will be emailed out when we have updates. Please do not send us individual inquiries as we are not responding to them, in the interest of cost preservation. We thank you for your patience. The realtors are working hard to help us create value for investors.
UPDATE OCTOBER 31, 2016
We are currently through our opt out period. So now we are finally and fully settled. So if you did not receive our email request to provide us with a form, please download it off our website and send it to us so we have your updated information. We were working with information given to us by the defendants and it was several years old, so we may need to hear from you. We are dealing with basically everyone that was in the investment, but for the excluded parties, which includes the defendants. That means the defendants or their family are not participating in our settlement.
We currently have transfer of title documents to the property. We were going to transfer this property into a settlement corporation and received some communication from Olympia Trust that if we did so, that would create a tax issue for registered investors. We are currently trying to figure out how to deal with the property so that we do not create an additional problem for registered investors that invested in KBP through Olympia Trust. Our settlement does not contemplate putting any net proceeds for investors into their RRSP’s, but if we can do that, we will try to look at that. We are trying to do what is best for everyone, as not everyone used registered funds to invest. We ask for your patience in that regard, while we figure that out. The answer will be sent by email to our registered investors.
We are now at the point that we will be emailing information to investors. This will be our last public post.
We currently have the property listed for sale. We currently have multiple offers on the property that we are assessing and addressing, as we have had realtors marketing the property. The conclusion of that will be emailed to investors, but we will not put any of the offers in peril by breaching confidentiality of the bidding or offer process. I trust that is clear.
The property has nominal municipal taxes. It also had a grazing lease which generated sufficient revenues to cover the expenses. So if we don’t sell it right away, it can cover the carrying cost of the property. There are no mortgages we have to carry or pay. We are not asking investors for more money in the future. We are not developing this property.
Our objective is to sell the property, and then distribute proceeds to investors. We do not anticipate having carrying costs here. But we are subject to getting an offer. As I indicate above, we have multiple offers currently and we are looking to deal with those in November of 2016. We hope to provide an email update to investors of our progress, going forward.
Some people continue to insist on trying to call us or email us with individual demands or questions. We are being fair to everyone and posting updates here. We will keep you all advised of our progress shortly.
Thank you all again for your patience.
UPDATE OCTOBER 28, 2016
People keep sending us money related to Keystone Business Park. Please do not do so. That was the form we had when we started the litigation. We are now resolved with a Court Order, so that form is not necessary, nor is your money. The intent here is to determine the value of the property, sell it, and distribute proceeds to investors. We will return monies to investors at that time, that keep sending us money. It creates more administration for us, so please do not send us any more money. But understand it will be returned to you.
We are now at the end of our opt out period. We now have received a transfer of land and we are clarifying the tax advice about how to structure this to address tax issues that might result for registered account investors with the CRA. We are also getting advice on the value of the property. We are hoping to have it sold and proceeds for investors as soon as we have the right offer and we can accept it. We have specialists looking at the options for the property so we can find the best path here to maximize return for investors.
We have had questions about what ongoing expenses will be. If we sell right away, there should not be any expenses, as we will be distributing proceeds. If we have some delay in sale, there should be no expenses. We ask for everyone to be patient and to now start looking for EMAIL updates. Once we are settled, how we go forward is confidential to INVESTORS. So we intend to start updating investors on how we go forward, as you are now essentially owners of a piece of property and we have to crystalize that value and distribute it to the class action participants. Please do not call us for updates or with questions. In order to be fair and efficient, I will communicate with the class action participants in emails going forward.
UPDATE OCTOBER 25, 2016
We are currently getting some tax advice about how to deal with this settlement in order to try to minimize issues with Olympia Trust, for those investors that held their investment in a registered account. We are getting a lot of questions about Olympia Trust. We are currently getting tax advice on how best to structure the resolution to ensure there are no issues with Olympia Trust or with the Canada Revenue Agency. As we have said before, we cannot tell people what to do with their registered accounts, so please get that advice from your accountant. Every person will be in a different tax situation so we cannot give one answer that fits everyone. Please get some accounting advice about your Olympia Trust account and whether or not you should keep it going.
We are also currently collecting information about the value of the property and the best course of action to maximize value for investors. We do not have enough information to update investors. After we have that information, we will be emailing our findings to investors that are participating in our settlement and those who have provided us with their updated email address. Those email addresses are requested in the claim forms we have asked you to complete and send to us. The claim forms are very important as it gives us a means to communicate with investors, as well as an updated address to send your proceeds of settlement, when we determine that value. We think that information about this property is confidential and we will not share it on this website where anybody can review it. We are concerned that might prejudice the value of the property and how we proceed. Investors will be updated when we have that information.
We thank you for your support and patience as we wrap this up.
UPDATE OCTOBER 19, 2016
We are currently in the opt out period that will run to October 28, 2016. You were emailed or directed to a link to download the forms that apply in that time period. You were invited to complete a form to update your contact information, including an email address, if you intended to remain in our settlement. That was important, as we are going to be communicating by email in the future, to protect the confidentiality of this matter for investors. The other form was the opt out form, to get out of the settlement, and it was explained on the form. So far there are no opt outs. We do not need any further funds at this time. IF you are staying in this settlement, just send us your claim form, with your updated contact information. And the email contact address is very important.
In the next couple weeks, we will get the investor information the defendants have to verify investors, and we will take title into our Settlement corporation. Shares will be issued to shareholders pro rata. This is not registered account eligible. This is a settlement. We are currently exploring the value and options for the property and we will report to class participants at the appropriate time. When any value of the settlement is crystallized, shareholders will receive their pro rata share of the settlement proceeds.
We encourage any of you that have not sent us your claim form, to do so, in order to ensure we have your most recent contact information and email address. Our concern for you is that if we cannot find you, we cannot provide you with your settlement proceeds.
We thank you for your continued patience. Please do not call our offices with individual questions. Please email us and we will attempt to provide an update for everyone, if you have a question that identifies a point of confusion. While this website update system is not perfect, it is the only efficient way for us to communicate with several hundred investors at once. And to ensure that everyone gets the same advice, at the same time.
UPDATE SEPTEMBER 20, 2016
Further to the update below, please click HERE for the Investor Information Forms which include the Claimant Information and the Opt-Out Form. Please download the forms and email to us at firstname.lastname@example.org once completed.
SEPTEMBER 15, 2016 – KEYSTONE SETTLEMENT CERTIFIED
We are pleased to report that the Keystone action has been certified as a class action and also settled. We will be taking possession of the property into a settlement corporation in which all participating investors will be made shareholders on a basis that is equal to their original investment in the Keystone Business Park venture. To be clear, you will be a pro rata owner of the property, via this new corporation.
We are waiting on the Defendants to provide us with a complete list of investors who participated in the Keystone venture. When we have that list, we will be emailing out the “Notice of Settlement Approval” which includes a Claim form and an Opt-Out form. Alberta is an opt out jurisdiction. This means that investors are deemed to be part of our class action settlement, unless they actively take a step to opt out. To opt out, you will just have to complete the form that is going to be emailed to you. Additionally, it will be made available on our website for your review. Almost all of the investors that have communicated with us have expressed interest and intent to participate in our certified class action settlement.
If you DO NOT wish to be part of this settlement, please fill out the Opt-Out form and send it via e-mail or ordinary mail to McGuigan Nelson LLP. If you Opt-Out you WILL NOT be entitled to share in the settlement proceeds. The deadline to Opt-Out is October 28, 2016.
If you DO wish to be part of this settlement, you are automatically included as long as you do not Opt-Out. However, to ensure that we have all the investors’ information, we ask that investors complete the Claim Form and send proof of their investment to McGuigan Nelson LLP via e-mail or ordinary mail by no later than October 28, 2016. This will assist us in structuring the settlement. Our contact email address is email@example.com. We need a current email address for all investors that are going to stay within this settlement. It is imperative that we have an updated email address for you and you will have to ensure you look at it periodically, as this is how we will communicate with the group. We understand that there are approximately a thousand investors in this project, so we need to have an efficient and effective means of communication.
Our intent is to take possession of the property directly into a corporation which we will control. Prior to this certification of our action, investors had no such direct claim to the property. We will then consult with realtors about the best course of action to crystalize the value of this property and we will do so. We will then work toward sale of the property and distribution of proceeds to shareholders. We will provide you with more information about the property as it becomes known to us.
Information will be posted on our website and emailed to investors. We will not be taking calls and explaining things to investors. With 1000 people, we cannot take 15 minutes to half an hour with every person to explain things. And things can be lost in translation on the phone. So we will provide equal opportunity for investors to stay informed, through email reports and website updates. It is important for you to read everything related to this investment as we post it, so you understand what is being done to obtain return on your investment. This is not a monetary settlement. We are taking possession of property. So then we have to do our due diligence in order to properly understand the best course of action. This is why getting your email address will be so important.
We will explain briefly what opting out will mean. For those people that choose to opt out, it will mean that you do not accept our settlement and you will be expressing intent to pursue your own legal action against the Defendants. We cannot help you in that regard. We cannot provide you with information. We act for the settlement class and we will continue to do so. For anybody that decides to opt out, you will have to deal with time limitation and liability issues and you will have to perform your own risk assessments. We obviously do not think opting out is in your best interest, but for those that do, please obtain independent advice.
There was a very real threat here that the property would be put into receivership, which would have resulted in no return to investors. This settlement is the best way to mitigate the loss for investors and we will continue to work on your behalf to maximize whatever return we can get for investors. We will ask for your patience while we do so, as it will take some time to properly understand the factors that impact the value of this property. And we face risks associated with this property, in this market and with the issues surrounding this property, in finding a way to maximize value for investors. However, we will do all the necessary work to figure out the best way to mitigate the loss for investors and we will proceed accordingly.
We look forward to assisting you as we proceed. This is not going to be restitution of your original investment. But this will be something. And the alternative was for investors to receive nothing at all. So this settlement will be the only way to mitigate loss for investors.
UPDATE AUGUST 23, 2016
We are pleased to report that currently we have overwhelming support for the settlement. We will be attending in September for certification of the settlement. At that time, you will receive documentation to notify you of your entitlement to participate in the settlement. This will be sent to all investors. Alberta is an “opt out” jurisdiction. That means you will be given the opportunity to opt out of our settlement, if you don’t like it. If you want to stay within our settlement, you don’t have to do anything. But you will receive paperwork that will explain that you have the right to opt out and if you want to do so, you complete the opt out form. The vast majority of people will be staying in our settlement, so you don’t have to do anything when you get that notice. However, we would ask that if we have not heard from you before, that you please send us a current email address, your name, and address, with respect to your investment in Keystone Business Park. We will communicate with settlement participants via email. Your email may be directed to firstname.lastname@example.org.
There have been a few objections, which predominantly express frustration that the Cadmans are not being held personally liable for this loss. I remind these people that if you still don’t like the settlement, you are entitled to exercise your right to opt out. That will be sent out this fall. Everyone gets that right to opt out. It will be mailed, or emailed to you, and we will have a copy of it on our website, so you have multiple opportunities to opt out. If you opt out, you cannot participate in our settlement and you will have to take your own steps to litigate your loss and dispute. We are settling in the fashion we have, given the contents of the Offering Memorandums. We do not believe any attempts at trying to obtain personal liability against the Cadmans would be fruitful, but we wish anyone that opts out the best if that is their decision. But we want to be very clear that we will not be representing your interests if you opt out. However, for those that remain in our certified claim, we will be continuing to work with you, as we will explain below.
With respect to our settlement, we want to make it abundantly clear to those people that are considering an opt out, that we explored all issues and allegations in our Statement of Claim, in the documentary disclosure and production, and in the questioning under oath. It is our opinion this settlement is the only way to mitigate loss for Keystone Business Park investors. We realize that this is discouraging to hear, but this settlement is a mitigation of loss having consideration of all other options and alternatives. This decision was instructed by the representative plaintiff that was steering this action on your behalf.
OLYMPIA TRUST FEES
I have been asked repeatedly if investors have to pay their RRSP fees annually. I will make it clear here again that this is not a simple answer because not everyone has the same situation with how they have their RRSP accounts structured. So I urge people to speak to their accountants to get advice on what to do. But I can tell you this. Once the settlement is certified, it confirms that your Keystone Investment is a total loss. So you can deal with that accounting accordingly. If that is your only asset in your Olympia RRSP, then you can look at the need to keep that account up. If you have other assets in your RRSP account, you can consider moving them or the need to keep paying your RRSP fees.
WHAT HAPPENS AFTER WE ARE CERTIFIED
After we are certified, we will be setting up a new corporation. This new corporation will be taking title to the Keystone Business Park property. There will be no financial encumbrances on our title and we will be cleared of all mortgages and taxes related to the ownership by the defendant group. All investors that do not opt out will be issued shares in an amount that equals their original investment. As a result of this, investors will have direct control over the asset. At that point, we will retain experts to assist us in maximizing the value of the asset. We will communicate some options to investors and we will attempt to find ways for investors to crystalize their investment. I cannot predict what that will look like at the moment. We will present options to shareholders, and shareholders will vote and decide on what to do. We cannot promise that investors that want out right away will be taken out. However, we will work to match people willing to sell and willing to buy, once we control the property in our settlement corporation. People can make their own, informed, decisions.
We understand that many investors are frustrated and confused in relation to this investment. We are the unfortunate bearer of the bad news here that your investment in this project is a loss. The company is out of money to go forward. We have structured a settlement to restructure control, and to enable investors to take direct control of the one and only asset available. After we reset, we will look at options to crystalize value for investors, in a variety of ways. Investors will vote and decide on what to do. This settlement will give you a direct vote and say in how you mitigate your loss.
I look forward to working with all of you and appreciate your patience while we do so. We have been working with the representative plaintiff and will continue to do so, going forward. We will be communicating with you all, post certification, with direct email communications. After we are certified, we will maintain confidentiality of communications by not doing so on our website. We will be communicating with all investors that remain in our class action settlement, through email.
We thank you for your continued patience.
UPDATE AUGUST 11, 2016
Investors will be receiving notice of the settlement that we hope to have the court certify in the fall. You have been asked if you object to the settlement. We are getting a few objections that essentially are venting that the Cadman’s are not personally being made to suffer. There are claims there is criminal activity here. Civil litigation is not about punishing the other party. This is focused on maximizing restitution for investors. While people are understandably upset here, investors are encouraged to look at what your offering memorandum said was going to be done with the monies raised. This investment disclosed what was being spent and how it was being spent. So this is not a situation that attracts the personal or criminal liability that some investors demand. Once the settlement is certified, all investors will receive an opt out notice. If you do nothing, you are contained in our settlement and you will participate in our settlement. You don’t have to do anything going forward to participate in our settlement. We will take control of the property and investors will decide what happens next, without fear of loss of the property in receivership, foreclosure or sale to third parties. All that investors own are bonds in a company and that company does not own the property. So there is a real concern that currently, there is nothing of value for investors to pursue. Our settlement gives us direct ownership of the property. There is nothing without this settlement.
This settlement is about preservation of the sole remaining asset. When you get your opt out notice, if you don’t like the settlement, you are entitled to file your opt out notice and you can then proceed on your own and sue on your own. That is your right and option. I will encourage everyone now to participate in this settlement as the sworn evidence obtained in this action is that there is nothing left. This settlement is your only means of resolution to get some sort of restitution. We will work with investors to figure out how to maximize it. You will have direct ownership of the lands by owning shares of the company that will own the property. It will be shares equal to your total investment, which will be provided by the defendants. And you will participate in the settlement on that basis.
I understand that people are frustrated and upset that this investment failed. Right now you currently own shares in a company with no assets or monies. We are undertaking a settlement to take over the property into a new company we will control. You will be given direct ownership of the property by grant of shares in the company actually holding title to the property. We will then figure out how to proceed from there. This settlement is your only way to get anything back here. However, people can opt out if they believe they can do better in a separate lawsuit against the defendants. Please understand that is what you risk if you opt out. I look forward to helping investors clean up this mess. We did not create this mess, but we will work to clean it up. We ask for your patience while we do so.
UPDATE: July 14th, 2016
We are pleased to announce that we have reached a settlement agreement with the defendants in the Keystone Business Park Action, subject to approval by the Alberta Court of Queen’s Bench. Many investors are aware of the lawsuit related to this investment and are participating through our offices. However, not all investors are aware of this lawsuit. We have proceeded through questioning of Mr. Cadman and the defendants have agreed to provide us with copies of the pertinent agreements referred to in the Offering Memorandums. What we have determined is that all of the investment funds raised have been used. There is a real and stated concern here the companies could go insolvent. If that were to occur, the value of the property would be lost to investors. With no further funds left, an additional concern is that property tax levies would not be serviced, leading to interest, penalties and an eventual forced sale of the property.
In the circumstances, the agreement proposed is that investors will take ownership of the property. Currently, investors hold bonds of KBP Capital Corp, which holds a mortgage on the property. Investors hold Class B, non-voting shares of Keystone Business Park Inc., which is the legal owner of the property. Investors do not directly own the property themselves, or have voting rights to the company that does. The proposed settlement and resolution provides investors with voting shares of a new holding company that will holds title to the property solely for the benefit of investors, and their benefit, so that there is no risk or exposure to the liabilities of the defendant corporations.
Many investors have expressed to us an intent to see some sort of consequence for or against the personal defendants. Ultimately, the civil litigation process is not the method for doing so. The intent of this litigation is to recoup as much value for investors as we can. The charges incurred here were under agreements disclosed in the Offering Memorandums. The documents speak to the costs and expenses charged throughout the investment, as was disclosed in the investors’ offering memorandums. There is no ability to seek personal liability against the personal defendants as there was disclosure of how the money was going to be spent.
In the event that someone wishes to review these documents, they may make an appointment to come attend at our offices to review the records. We are not providing independent advice upon them, copying them, or sending them out. We questioned Mr. Cadman under oath in relation to the agreements. This resolution is the only option and best option to maximize and crystalize a value for investors. However, if you still want to come look at records, you are welcome to email email@example.com to set up a time to come in to review the records in our office. Please do not attend without a prior appointment.
The positive news is that we will be putting the property into a settlement corporation, free of all financial encumbrances. The defendants will clean up the outstanding property taxes to the date of transfer. We will then be responsible for taxes going forward. We will seek to have investors put in a pro-rata share of contribution to the disbursements. We will then be working with professionals to attempt to find ways to maximize and crystalize the value of the property so that investors can finally be paid something here. We have no idea what that will be, at this juncture. The immediate objective here was and is to preserve the asset for investors.
You will be receiving a notice from the defendants, which will also be posted on this website. Please ensure they have your current email address as that is expected to be their primary means of communication. If you have not already identified yourself to us, please email firstname.lastname@example.org with the subject line of “investor update” and give us your updated email and mailing address details. The intent is for the Settlement Approval Hearing to be heard in September, after the notice period. We are waiting to arrange a court date to do so. Following that, in the Fall of 2016, we expect to start looking at options with investors.
We ask for your continued patience here. The court process is slow. We will have progress in the near future to discuss.
You can find a copy of the notice and draft settlement agreement at the Information Forms page, or click here.
UPDATE: October 20th, 2015
We are aware that a Fall 2015 web update has been posted by the CBI Group with respect to the status of the Keystone Business Park, detailing efforts to develop the land so far.
To be clear, we have brought a Class Action proceeding based on our allegations in the Statement of Claim. From speaking with investors who have come forward about this investment before filing the Statement of Claim, we understand that there is a general loss of confidence in the CBI Group and their ability to develop this property.
It is our intent to give control of the property to the investors themselves, so that they can make the decisions with respect to future development, instead of the CBI Group. Investors themselves can then choose to either bring in a competent developer to complete the Keystone Business Park, or choose to sell the property and obtain some return on their investment. The distinction, should we be successful in a Class Action proceeding, is that investors themselves will have control over the decision.
UPDATE: October 5th, 2015
Many investors are already sending us their contact information related to this project. We have commenced an action and in doing so, several investors have raised some questions. We will distill their questions here and answer them, so that investors can all have access to the same information, in making their decisions.
Some investors are not operating with full and accurate information about the status of the Business Park. This update should assist in that regard.
1. Are there any mortgages on the Property?
There are two mortgages on this property related to two distinct investor groups. The KBP investors have a mortgage in first position on this property for $19,200,000.00. The CBI Property Income Corp. (PIC) investors have a mortgage for $2,000,000.00 in second position. There are no other mortgages on this property.
So the CBI group put funds of up to $21,200,000.00 into this property.
2. What is the value of the property?
There are two sets of values here. The first is the appraised value. An appraisal was conducted in 2007 based on the completed, developed project. That value is $18,680,000.00 as of December 14th, 2007. The property has not been developed to date. In other words, the value of mortgages and monies raised on this property is already millions in excess of a fully developed value. And this property is not yet developed.
The property itself was purchased from a third party arms’ length corporation for $8,680,000.00 in 2008. Again, this value has to be assessed against the fact that the property is in the same state it was at the time it was acquired for $8,680,000.00. But funds of up to $21,200,000.00 was raised against it.
3. Where did our investment funds go?
According to the Offering Memoranda presented to investors, we know the following:
We do not have exact details at this time, but we do know that the funds raised by investors were far greater than the purchase price of the property in 2008, and $6,150,000.00 went to companies directly controlled by Thomas and Ron Cadman.
We know that investment funds of up to $21,200,00.000 were raised by investors because that is the value of the two mortgages registered on the property. This means that funds raised grossly exceed the purchase price of the property. Essentially, investors paid for the project as if it was fully developed, prior to that actually occurring.
4. What is the lawsuit here trying to accomplish?
The goal is to remove the CBI Group from the control of the property completely, and give control back to the investors. The intent here is to take back control so that investors in KBP can decide what to do next with the project. After culling out the defendants and their relatives, we want investors to decide whether to sell the property, or finish development. The information we outline above demonstrates that the Cadmans were already compensated for a fully developed property. So investors will have to work with a new, competent developer, or a commercial realtor, to try to realize some value here. That will be up to investors.
5 Was the CBI Group sanctioned by the Alberta Securities Commission?
The CBI Group was sanctioned on two occasions.
The first sanction occurred in July 2008, when the CBI Group was previously known as Keystone Real Estate Investment Corp and other related entities. Keystone Real Estate Corp., related parties, as well as Ron and Travis Cadman were sanctioned by the Alberta Securities Commission on July 22nd, 2008, for issues relating to marketing of investments and failure to disclose past bankruptcies.
The CBI Group disclosed this information when a second offering for Keystone Business Park took place in March 2009. Ron and Travis Cadman entered into an undertaking with the Alberta Securities Commission and agreed to refrain from becoming or acting as a director or officer for a period of two years.
The CBI Group, as well as Ron and Travis Cadman, were sanctioned again by the Alberta Securities Commission on August 19th, 2015, for failure to comply with the terms of the Undertaking in July 2008. The Cadmans maintained effective control of the CBI Group despite surrendering their positions as officers and directors between July 2008 – July 2010.
So with this second sanction from August of 2015, the implication is that there is nobody moving this investment forward. This is another reason that the intent of this lawsuit is to take over control of the assets so that investors can maximize their recovery.
UPDATE: August 26th, 2015
We have now commenced litigation on the CBI Keystone Business Park Class Action. If you invested funds in this project by purchasing Class “B” shares of Keystone Business Park Inc. and/or Bonds in KBP Capital Corp., then you are a proposed class member for this action.
We are asking investors in this project to help contribute towards the cost of litigation. We are asking for a $200.00 contribution, which will be used to pay for disbursements and out-of-pocket expenses associated with the litigation.
We ask that investors complete an investor participation form, found on our “information form” page for the CBI Group. You can also download the form here.
We look forward to working with investors.