Coventree Announces Release of OSC Decision
28 Settembre 2011 - 6:30PM
PR Newswire (Canada)
NEX Symbol: COF.H TORONTO, Sept. 28, 2011 /CNW/ - Coventree
Inc. (NEX: COF.H) ("Coventree" or the "Company") today announced
that the Ontario Securities Commission ("OSC") has released its
decision in the previously announced proceeding commenced by OSC
staff against Coventree and one current and one former
officer. The decision is available on the OSC's website at
www.osc.gov.on.ca. The proceeding was commenced by a notice of
hearing and related statement of allegations issued by OSC staff
dated December 7, 2009 (the "Notice of Hearing"). In the
Notice of Hearing, OSC staff alleged that the Company and one
current officer, Geoffrey Cornish, and one former officer, Dean
Tai, breached Ontario securities laws and acted in a manner that is
contrary to the public interest by: 1. failing to make full, true
and plain disclosure in Coventree's IPO prospectus by not
disclosing the fact that Dominion Bond Rating Service Limited
("DBRS") adopted more restrictive credit rating criteria for
asset-backed commercial paper ("ABCP") in November 2006; 2. failing
to meet its continuous disclosure obligations by not disclosing
that DBRS' decision in January 2007 (the "DBRS January Release") to
change its credit rating methodology resulted in a material change
to Coventree's business or operations; 3. making misleading
statements in April 2007 by failing to provide ABCP investors with
a breakdown of the total U.S. subprime exposure in
Coventree-sponsored conduits by conduit and ABCP note series; and
4. failing to meet its continuous disclosure obligations by not
disclosing liquidity and liquidity-related events and the risk of a
market disruption in the days leading up to the ABCP market
disruption that occurred on August 13, 2007. The Commission
dismissed the first and third allegations made by OSC staff. With
respect to the second allegation, the Commission concluded that
Coventree contravened subsection 75(1) of the Securities Act
(Ontario) (the "Act") by failing to forthwith issue and file a news
release disclosing the material change that occurred as a result of
the DBRS January Release. The Commission also concluded that
Coventree contravened subsection 75(2) of the Act by failing to
file a material change report in respect of that material change.
With respect to the fourth allegation, the Commission concluded
that Coventree contravened subsection 75(1) of the Act by failing
to forthwith issue and file a news release disclosing the material
changes that occurred by the close of business on August 1,
2007. The Commission also concluded that Coventree
contravened subsection 75(2) of the Act by failing to file a
material change report in respect of those material changes. The
Commission held that there was no evidence that would lead it to
conclude that either Mr. Cornish or Mr. Tai intentionally breached
the Act or attempted to intentionally mislead public shareholders
or investors. However, the Commission found that each of Mr.
Cornish and Mr. Tai authorized, permitted or acquiesced in the
conduct referred to above and therefore are deemed to have not
complied with Ontario securities law, and that such conduct was
contrary to the public interest. Coventree is continuing to review
the Commission's decision with counsel and is considering its
options. Coventree will update its shareholders in due
course. This press release is intended for distribution in Canada
only. Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release. Coventree Inc. CONTACT: Craig ArmitageThe
Equicom Group Inc.Tel: (416) 815-0700 x278Email:
carmitage@equicomgroup.com-or-Ani Hotoyan-JolyCoventree Inc.Tel:
(416) 572-2721Email: ani@coventree.ca
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