NOTICE OF CERTIFICATION (AUTHORIZATION) AND THE GRANTING OF LEAVE TO PROCEED WITH STATUTORY MISREPRESENTATION CLAIMS
Read this notice carefully as it may affect your legal rights
LONDON, ON, Oct. 17, 2015 /CNW/ - This notice is directed to:
All persons, wherever they may reside or be domiciled, who acquired securities of Canadian Solar in the secondary market during the opening of trading on October 15, 2009 to the close of trading on June 1, 2010, and who continued to hold some or all of those securities at the close of trading on the NASDAQ, on June 1, 2010, other than Excluded Persons, defined below.
(this group of individuals is known as the "Misrepresentation Class")
- and -
All persons, wherever they may reside or be domiciled, who were registered or beneficial security holders of Canadian Solar at any time during May 26, 2009 to the close of trading on June 1, 2010 and who continued to hold securities of Canadian Solar at the close of trading on the NASDAQ, on June 1, 2010, other than Excluded Persons, defined below.
(this group of individuals is known as the "Oppression Class")
The Misrepresentation Class and the Oppression Class are defined, collectively, as the "Class."
THE CERTIFICATION ORDER
On January 5, 2015, Justice Taylor of the Ontario Superior Court of Justice certified the action Abdulla v Canadian Solar Inc., et al., Court File No.: C-710-10 (the "Class Action") as a class proceeding, and appointed Tajdin Abdulla as the representative plaintiff (the "Certification Order").
The Class Action has been certified on behalf of the Class (described above), composed of "Class Members" other than Excluded Persons.
Excluded Persons are the Defendants, and Canadian Solar's past and present subsidiaries, affiliates, officers, directors, legal representatives, heirs, predecessors, successors and assigns, and any member of the Individual Defendants' families, and any entity in which any of the foregoing persons or entities has or had during the Class Period any legal or de facto controlling interest.
CERTIFICATION WHAT DOES THIS MEAN?
The Certification Order means that the proceeding may proceed to trial as a Class Action on behalf of all Class Members for damages and other relief arising out of misrepresentations in certain Canadian Solar disclosure documents.
Certification is a procedural step that defines the form of the litigation, allowing it to be pursued on behalf of the Class.
The substance of the litigation (the allegations made against the Defendants) has not been finally adjudicated by the court. The Defendants deny that the allegations will be proven at trial.
THE NATURE OF THE CLAIMS PURSUED
The claims being pursued on behalf of the Class are claims for damages and compensation for losses suffered as a result of Canadian Solar misrepresenting, implicitly or explicitly, that its financial results were prepared and presented in accordance with US generally accepted accounting principles in certain documents it released between May 26, 2009 to the close of trading on June 1, 2010 and certain public oral statements made by Canadian Solar in respect of those documents during the same period of time. The Defendants dispute all of the claims asserted, and no Court has yet ruled on the merits of the claims.
The claims of all Class Members are being pursued through the statutory oppression remedy. In addition, certain claims are being pursued on behalf of the Misrepresentation Class Members through common law misrepresentation and the secondary market civil liability provisions of the Ontario Securities Act.
The Securities Act provisions permit a person who acquires a company's security after a misrepresentation has been made in a company's public disclosure to recover damages without proof of reliance on the misrepresentation, subject to certain defences which may be asserted in this case.
The Securities Act claims are subject to liability limits that limit the amount of compensation that can be recovered from defendants in all actions asserting similar claims. Although the total amount of damages suffered by Class Members is not known at this stage, it is possible that total potential damages in this case may exceed the statutory liability limits.
YOU DO NOT NEED TO DO ANYTHING IF YOU WANT TO PARTICIPATE IN THE CLASS ACTION
Class Members who want to participate in the Class Action are automatically included and need not do anything at this time.
As a Class Member, you will not be required to pay any costs in the event that the Class Action is unsuccessful.
YOU MUST OPT OUT IF YOU DO NOT WANT TO BE BOUND BY THE OUTCOME OF THE CLASS ACTION
Class Members who wish to pursue their own action or do not want to be bound by the outcome of the Class Action must opt-out of the Class Action.
Persons who opt out of the Class Action will not be entitled to participate in the distribution of any settlement or judgment obtained in the Class Action, or assert claims at the individual issues stage of the Class Action.
If you wish to pursue other claims against the Defendants relating to the matters at issue in the Class Action, you should immediately seek independent legal advice. If you do not exclude yourself from participating in this Class Action, all of your claims relating to the subject matter of this litigation will be determined by the result obtained in the Class Action, whether by settlement or judgment.
Please see "Additional Information" for directions to obtain further detail on the scope of the Class Action and the claims that will be advanced against the Defendants.
Class Members who do not want to participate in the Class Action must opt out. If you want to opt out of the Class Action you must send a signed letter stating that you elect to opt out of the class in the Canadian Solar Class Action.
In order for your opt out request to be valid, it must include all of the following information:
|(i)||the date(s) on which you purchased and sold Canadian Solar securities during the Class Period;|
|(ii)||the number of Canadian Solar securities that you purchased and sold during the Class Period; and|
|(iii)||your name, address, telephone number and signature.|
If you are submitting an opt out request on behalf of a corporation or other entity, you must state your position and provide your authority to bind the corporation or entity.
Your opt out request may be sent by fax or mail to:
RicePoint Administration Inc.
Re: Canadian Solar Securities Litigation
P.O. Box 3355
London, ON N6A 4K3 Canada
Fax: (519) 660-7833
In order for your opt out request to be valid, it must be postmarked or received no later than January 15, 2016 and it must contain all the requested information.
Each Class Member who does not opt out of the Class Action will be bound by the terms of any judgment or settlement, whether favourable or not, and will not be allowed to prosecute an independent action. If the Class Action is successful, you may be entitled to share in the amount of any award or settlement recovered. In order to determine if you are entitled to share in the award or settlement and the amount, if any, of your share, it may be necessary to conduct an individual determination. There may be costs payable by you if you submit a claim and it is determined that you are not entitled to share in the award or settlement.
You will have the opportunity to decide if you wish to proceed with your individual entitlement determination before it begins.
No person may opt out a minor or a mentally incapable member of the class without permission of the courts after notice to The Children's Lawyer and/or the Public Guardian and Trustee, as appropriate.
CLASS COUNSEL AND LEGAL FEES
The plaintiff and the class in the Action are represented by Siskinds LLP.
Siskinds LLP is acting on a contingency basis, such that legal fees, disbursements and applicable taxes will be payable only in the event of success in the Action. Siskinds LLP is also paying all disbursements incurred in the Action.
In the event of success in the class action, class counsel will make a motion to the court to have their fees and disbursements approved.
As stated above, as a Class Member, you will not be required to pay any costs in the event that the Class Action is unsuccessful.
This notice was approved by the Ontario Superior Court of Justice. The court office cannot answer any questions about the matters in this notice. The order of the court and other information are available on class counsel's website at www.classaction.ca.
Questions relating to the Class Action should be directed by email or telephone to class counsel:
Nicole Young, Siskinds LLP
680 Waterloo Street
Tel: 1.800.461.6166 ext. 2380 (toll free)
Email: [email protected]
NOTICE TO BROKERAGE FIRMS
Please deliver this notice by email no later than November 16, 2015 to your clients who purchased Canadian Solar securities between May 26, 2009 and June 1, 2010 and continued to hold Canadian Solar securities through June 1, 2010, and for whom you have valid email addresses.
If you have affected clients for whom you do not have valid email addresses, please contact RicePoint Administration Inc. to obtain hard copies of this notice for the purpose of mailing the notice to those clients or provide RicePoint Administration Inc. with the mailing addresses of those clients and RicePoint Administration Inc. will mail the notices directly to those clients.
Brokerage firms may collectively request up to $10,000 in total for the expenses relating to the distribution of this notice to the Class Members. If the amounts submitted in aggregate exceed $10,000, each brokerage firm's claim shall be reduced on a pro rata basis. Brokerage firms must submit an invoice to RicePoint Administration Inc. by December 11, 2015 to be eligible for reimbursement.
The publication of this notice was authorized by the Ontario Superior Court of Justice
SOURCE Siskinds LLP
For further information:
Nicole Young, Siskinds LLP, 680 Waterloo Street, London, ON N6A 3V8, Tel: 1.800.461.6166 ext. 2380 (toll free), Email: [email protected]