The Ontario Securities Commission has ordered New Life Capital Corp. and its life settlements subsidiaries to disgorge $22.5 million that the companies raised by selling shares to investors without registration.

On Tuesday, the OSC released an order against New Life Capital Corp., New Life Capital Investments Inc., New Life Capital Advantage Inc. and New Life Capital Strategies Inc., as well as seven numbered companies that are all owned by New Life Capital.

The companies were involved in raising capital and investing in life settlements sold by U.S. residents, according to the OSC.

The companies have not been operational since 2008, when the OSC shut down their operations based on allegations that they sold securities to unqualified investors without proper registration and without a preliminary prospectus.

Since then, KPMG Inc., which was appointed receiver for New Life, has been working to unravel the businesses and pay off their creditors and investors.

According to the OSC, New Life Capital Investments sold shares of its own issue by way of an offering memorandum between 2005 and 2008. It raised more than $22 million from approximately 600 investors in Canada.

During the same period, New Life Capital Advantage and the numbered companies raised more than $600,000 from about a dozen investors in Canada by publicly marketing and selling shares of the numbered companies.

None of these companies were registered with the OSC in any capacity.

“NLCI, NLCA and the Numbered Companies engaged in the business of trading in securities as principals and therefore acted as market intermediaries,” the OSC said in a settlement agreement released on Tuesday. “As such, they were, at minimum, required to be registered to trade in securities.”

The OSC has ordered that the $22.5 million raised by the companies to be disgorged and returned to investors.

IE