Lead Securities Regulator
British Columbia Securities Commission (BCSC)
The Alberta Securites Commission assisted by obtaining an Investigation Order to demand bank documents and freeze an FS bank account located in Alberta, and then facilitated the interview of an FS director who lived in Alberta.
Type of Misconduct Committed
- Making misrepresentations to hundreds of investors
- Illegally selling securities
- Unregistered trading
- Breach of undertaking
The FS Group was comprised of FS Financial Strategies and six other companies, which operated mainly in the insurance business. Starting with a single office in Vancouver that was modelled as a café, the FS Group eventually opened nine offices in B.C.’s Lower Mainland, two in Alberta and one in Ontario, with 114 employees.
FS Strategies Services sold securities in the form of subscription agreements, promising an annual return of 8 per cent. The other companies in the FS Group persuaded investors to buy securities in the form of unsecured loan agreements, with promises of annual interest of 10 per cent to 12 per cent, payable monthly.
The co-founders (Aik Guan “Frankie” Lim and Scott Thomas Low) and the FS Group admitted to raising over $47 million from 389 investors between 2012 and 2017 without disclosing that:
- the FS Group was not profitable,
- was not earning enough money to cover its expenses and to pay investors their promised return, and
- was covering the shortfall by raising more money from investors.
Lim, Low, the former general manager Darrell Wayne Wiebe and the FS Group admitted to the misconduct and the sanctions hearing took place in February 2020.
The panel ordered the FS Group to pay a total of $32.8 million in disgorgement; Lim and Low to pay $2 million each in administrative penalties; and Wiebe to pay a $75,000 administrative penalty.
Lim, Low and the FS Group are permanently banned from B.C.’s investment markets. Wiebe is banned for 10 years.
After the BCSC imposed temporary orders against the FS Group, insurers and insurance underwriters terminated their contracts with the FS Group, and the Insurance Council of British Columbia suspended or terminated the licenses of Lim, Low and Wiebe and each FS Group company that was licensed by it, effectively closing the business.
Key Takeaway for Investors
It’s illegal to sell an investment while withholding significant negative facts about it; if it can be proven someone did so, they will be held accountable.
Here are key takeaways that investors can learn from the FS Group case:
- Always check registration of the individuals and firms that you are dealing with – Some companies in the FS Group sold $32 million of securities without being registered to trade in securities. Protecting yourself starts with knowing that your adviser is a registered professional with a track record of honest, dependable service. To check if your investment adviser or firm is registered, click here. If the person selling you an investment isn’t registered, proceed with extreme caution; get professional advice before proceeding.
- Ask to see the prospectus – A prospectus is a formal document that contains full, true and plain disclosure about the investment being sold, to allow investors to make informed decisions. The FS Group sold $29 million of securities without filing a prospectus, nor having an exemption from filing one. If there’s no prospectus for the investment you’re being sold, ask how the company can sell it to you. Ask yourself if you have the information you need to invest; get professional advice before proceeding.
- Be cautious whenever someone or some firm whose main business isn’t investing tries to sell you securities – The FS Group operated mainly as an insurance business. If you go to buy one product, and someone tries to sell you another, proceed with caution.
- Ask lots of questions. Your power as an investor starts with information. Make sure that you have all the facts you need to make an informed decision before you invest. Don’t settle for excuses about financial statements being “confidential” – insist on seeing that information. And if all you’re given is a sparse, one-page document, remember that the contract to buy a car is usually many pages long – shouldn’t the particulars of an investment, which could cost as much if not much more than a car, be just as detailed?
To read more about the misconduct of the FS Group and the sanctions imposed on them, click here.