Buyer beware, when it sounds too good to be true, it often is ....
"Investors in a bind after Canadian land-banking firm's court protection move"
By GRACE LEONG
(SINGAPORE) Just a year-and-a-half after the Commercial Affairs Department (CAD) started probing Profitable Plots for allegedly not paying investors, BT understands that it is on the trail of another land-banking firm - Canada-based Edgeworth Properties Inc.
Published February 21, 2012
The Canadian company has obtained court protection to restructure its operations which includes closing its Asian offices - putting more than 2,000 investors in Singapore in a bind over their land investments in the province of Alberta.
Apparently, they are part of a group of 4,000 Asian investors from countries including Malaysia, the Philippines, Indonesia and Thailand who had invested some C$70 million (S$88 million) in 12 parcels in Alberta between 2007 and 2011 but received land titles to only three of the properties.
Sources say that Singapore investors accounted for more than half of the C$70 million investment.
A Singapore investor told BT that many investors had signed sales and purchase agreements with Edgeworth and paid for the properties in cash. But instead of transferring titles to them, Edgeworth, after receiving their money, allegedly mortgaged some of the properties to mortgage firms such as Romspen Investment Canada, the investor said.
Edgeworth also allegedly used several properties as collateral for loans that it had received from other mortgage companies, such as Firm Capital Corp, Hurlburt Farms Ltd, Liberty Mortgage Services Ltd and Sterling Bridge Mortgage Corp, she said.
Sources said that Consilium Law Corp, previously acting on behalf of the Asian investors, filed complaints with both the CAD and the Royal Canadian Mounted Police last September.
When asked, a CAD spokeswoman would only say: 'It is inappropriate to comment on police investigations, if any.'
Edgeworth Properties Singapore Pte Ltd, along with sister offices in Malaysia and the Philippines, closed after their parent sought and obtained protection in November under the Companies' Creditors Arrangement Act in Canada. The CCAA allows a business to restructure instead of immediately going into bankruptcy and allows creditors to recover part of what is owed to them.
The Ontario Superior Court of Justice in Toronto in November also issued an order placing 16 of the company's properties into receivership. Last month, the court issued an order extending the stay of proceedings until today, which prevents any claims from being pursued against the company to give it time to come to a resolution on its assets.
But Firm Capital, which holds the first registered mortgage on one of the properties, Creekside Estates, has succeeded in getting stay provisions removed on that property and is now seeking authorisation to sell it, court documents show.
Stikeman Elliott LLP, a Canadian law firm presently representing the Asian investors, said in court documents that it 'does not appear likely' that the Asian investors of Creekside Estates will receive any proceeds from that sale.
Complicating matters, Romspen Investment, another Edgeworth creditor, is also applying to the court to lift the stay of proceedings on several other properties. These include seven parcels that the Asian investors had paid for but did not get titles to, and which were instead mortgaged to Romspen, the Singapore investor said.
Grant Thornton Ltd, the court-appointed monitor of the Edgeworth Group, last Friday asked for the court to extend the stay of proceedings to May 31.
Michael Creber, Grant Thornton senior vice-president, argued in court papers that if Romspen's request was approved without additional protections, that could frustrate 'prospective transactions . . . currently being negotiated, which appear to be sufficient to repay the majority, if not all, of the amounts' due to the mortgage companies.
It could also result in other stakeholders, including the Asian investors, 'losing the ability to voice their concerns in a single forum', he said.
But should Romspen's request be granted, it should be amended to 'address the concerns of subordinate stakeholders', he added.
In particular, he asked that all interested parties, including the Asian investors, should be entitled to assert any claims that they may have to the Romspen-mortgaged properties and their sale proceeds.
Grant Thornton also supported Edgeworth's request for court approval to increase fee allowances to lawyers representing the various stakeholders including the Asian investors to C$200,000 from C$75,000.
In a Feb 13 letter to Kenneth L Campbell, Judge of the Ontario Superior Court of Justice, the Asian investors said: 'The current reality presents a grim picture to us recovering anything from the . . . parcels without issued title, but we will not go down without a fight.'
Land-banking firms such as Edgeworth typically buy rural land with the intent to rezone it into commercial or residential use, or both. These firms, in turn, invite investors to buy parcels of land.
In Edgeworth's case, the Asian investors said that they were allegedly promised net returns of 60, 80 or 100 per cent on so-called undivided property interests in Canada, depending on when the raw land obtains development approvals and when they exit their investments. This is expected to take five years or less.
'Edgeworth told me in March 2011 they wanted to buy back the land and will pay out 80 per cent returns on June 30, 2011. But in April, they claimed that they were in financial difficulty and couldn't make the payouts,' the Singapore investor said.
Many Asian investors, in their sales and purchase agreements with Edgeworth, also had to agree to not file a caveat or claim against the property, she said.
A lawyer said that that should have been a red flag to the investors. 'If you don't file a caveat against the land, then no one knows you have a claim on it.'
In the case of Profitable Plots, some 1,500 Singaporeans and 4,000 foreigners are believed to have invested in the land investment firm, which was raided by the CAD in August 2010 after some investors alleged that it owed them money. To date, the complaints involve investments of more than $30 million.