Coventree Provides Update on OSC Decision
11 Ottobre 2011 - 11:27PM
PR Newswire (Canada)
NEX Symbol: COF.H TORONTO, Oct. 14, 2011 /CNW/
- Coventree Inc. (NEX: COF.H) ("Coventree" or the "Company")
today provided a further update regarding the previously announced
decision issued by the Ontario Securities Commission ("OSC") on
September 28, 2011 in the 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. In
its decision, the OSC concluded that: 1. Coventree contravened
section 75 of the Securities Act(Ontario) (the "Act") by failing to
issue a news release and file a material change report concerning a
material change that occurred as a result of a press release issued
by DBRS in January 2007 (the "DBRS January Release"); 2. Coventree
contravened section 75 of the Act by failing to issue a news
release and file a material change report concerning various
material changes that occurred by August 1, 2007; 3. each of the
individuals involved, Geoffrey Cornish and Dean Tai, authorized,
permitted or acquiesced in Coventree's non-compliance referred to
above and therefore are deemed also to have not complied with
Ontario securities law; and 4. the conduct of each of Coventree,
Mr. Cornish and Mr. Tai was contrary to the public interest. The
OSC rejected allegations made by staff concerning a prospectus
issued by Coventree in November 2006 and an investor conference
held by Coventree in April 2007. Coventree is continuing to
consider its options in respect of the decision of the OSC,
including possible appeals. The next step in the OSC proceeding,
however, is a further hearing to determine what, if any, sanctions
ought to be issued against the Company, Mr. Cornish and Mr.
Tai. Coventree has been advised that the sanction hearing
will be held on October 26 and 27, 2011. In the notice of hearing
and related statement of allegations issued by OSC staff dated
December 7, 2009, OSC staff asked the OSC to consider whether it
would be in the public interest to make a number of orders,
including requiring Coventree and the two individuals to: 1. each
pay an administrative penalty of not more than $1 million for each
failure to comply with Ontario securities laws; 2. each disgorge to
the OSC any amounts obtained as a result of non-compliance with
Ontario securities laws; and 3. jointly pay the costs of the
investigation and the costs of or related to the hearing that are
incurred by or on behalf of the OSC. With respect to OSC staff's
request for administrative penalties, OSC staff alleged that, by
reason of Coventree's failure to comply with section 75 of the Act
in respect of the DBRS Press Release, Coventree failed to
comply with its disclosure obligations on each day from January 19,
2007 to August 13, 2007. OSC staff made similar allegations
of a continuing breach on each day following the occurrence of a
material change on August 1, 2007. However, in its decision
of September 28, 2011, the OSC held that it would not treat
Coventree's failure to comply with its disclosure obligations with
respect to the DBRS January Release or the events of late July or
early August, 2007 as giving rise to further multiple breaches of
the Act on a daily basis from the date of the change onwards.
Outlook Under the plan previously approved by shareholders at the
Company's June 30, 2010 annual and special meeting relating to the
winding up of the Company and distribution of its remaining assets
to shareholders, the winding up only commences and becomes
effective at a time to be determined by the Company's board of
directors. Previously, Coventree advised that the board
intended to set the effective date as promptly as reasonably
practicable following the final determination of the OSC proceeding
described above (including any appeals or the expiry of the appeal
period, as applicable). The board intends to consider whether
to authorize the commencement of the winding up following the
determination by the OSC of the sanctions, if any, to be issued
against the Company at the sanctions hearing referred to
above. The timing of the formal winding up of the Company and
the amount and timing of any distribution of funds to shareholders
under such a winding up cannot be determined at this time.
Following the OSC's determination of the sanctions, if any, to be
imposed against the Company, the Company will determine
whether to make any interim distribution to the Company's
shareholders prior to initiating the formal winding up of the
Company. A number of factors, some of which are beyond the
Company's control, will affect the timing of, or the amount of
funds available for distribution upon, a formal winding up of the
Company, including the timing and outcome of the sanction hearing.
For more information concerning the procedures for winding up the
Company, shareholders should refer to the Company's information
circular dated May 25, 2010 in respect of the June 30, 2010 annual
and special meeting which is available on SEDAR at www.sedar.com.
With respect to the trading halt that has been in effect since the
OSC decision was released, Coventree has made submissions to the
TSX Venture Exchange to have trading in Coventree shares resume and
is awaiting a response from the TSX Venture Exchange.
Forward-Looking Statements This press release includes certain
forward-looking statements relating to the Company's expectations
to wind down its operations and to implement a formal winding up of
the Company. These statements can be identified by the
expressions "will", "expects" and "intends". These forward-looking
statements are not historical facts but reflect Coventree's current
expectations regarding future events based on information currently
available to Coventree. These forward-looking statements are
subject to a number of known and unknown risks, uncertainties and
assumptions which may be substantial. Many factors could cause
actual results or events to differ materially from current
expectations that may be expressed or implied by such
forward-looking statements, including, without limitation, the
various matters discussed under "Risks and Uncertainties" contained
on pages 10 to 12 of the Company's Management Discussion and
Analysis for the three and nine months ended June 30, 2011 which is
available under the Company's profile on SEDAR at www.sedar.com.
Should one or more of these risks or uncertainties materialize, or
should assumptions underlying the forward-looking statements prove
incorrect, the Company may not be able to wind down its operations
or implement a formal winding up of the Company in the near future
or at all; the amount of funds available to be distributed to
shareholders pursuant to such a winding up could be significantly
reduced and/or the timing of the distribution of such funds could
be significantly delayed. These factors should be considered
carefully and prospective investors should not place undue reliance
on the forward-looking statements. These forward-looking statements
are made as of the date of this press release and Coventree does
not intend, and does not assume any obligation, to update or revise
these forward-looking statements, except as required by law. 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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