TORONTO, Jan. 30, 2012 /CNW/ - Crown Hill Capital Corporation (the "Trustee"), manager and trustee of Energy Income Fund (the "Fund") announced today that the Fund has filed an application with the Ontario Securities Commission ("OSC" ) under section 104 of the Securities Act to address the trading undertaken in the units of the Fund by a group of dissident unitholders apparently guided by CIBC Wood Gundy prior to the dissidents delivering a requisition to hold a unitholder meeting.
The Trustee announced last week that it had concluded that the requisition is not valid. Trading records show that the dissident unitholder group acquired nearly its entire announced position of 1.85 million units since October 25, 2011 for the apparent purpose of requisitioning a meeting. While acquiring this position, the dissident group did not disclose it had acquired more than 20% of the Fund's units, well above the required limit for disclosure. The dissident unitholders requested a unitholder meeting for the stated purpose of holding a vote to appoint a new manager and trustee to pursue an undisclosed agenda.
"Our intention is to protect our unitholders from the apparent unfair and illegal actions of this small group of dissidents," said Wayne Pushka, President and Chief Executive Officer of Crown Hill Capital Corporation. "We have applied to the Ontario Securities Commission on behalf of all unitholders and in the public interest."
The respondents named in the application include CIBC Wood Gundy, a number of individuals including one of CIBC Wood Gundy's advisors, Wayne McNeill, and apparent members of his family, among others (the "individual respondents").
The Trustee has asked the OSC to determine whether:
- The individual respondents acted jointly or in concert in acquiring the Fund units and requisitioning the meeting which would mean they repeatedly breached the takeover provisions of the Securities Act;
- The individual respondents failed to comply with the early warning disclosure requirements of Part XX of the Act;
- While in a special relationship with the Fund, the individual respondents traded units when they possessed material information that was not generally disclosed to the public, contrary to section 76 of the Act, and;
- The OSC should exercise its public interest jurisdiction to prevent the individual respondents from taking advantage of their breaches of Ontario securities laws which, if permitted, would cause serious damage to the Fund, would be unfairly prejudicial to, and abusive of, the other unitholders of the Fund who sold their units to the individual respondents without knowledge of the proposed takeover, and would be contrary to the public interest.
Specifically, the Trustee is seeking OSC orders:
- Declaring that the individual respondents have not complied with the requirements of Part XX of the Act;
- Declaring that the individual respondents have traded in the units of the Fund, contrary to section 76 of the Act;
- Cease trading the securities of the Fund held by the respondents;
- Removing the exemptions available under Ontario Securities law from the respondents, and;
- Restraining the respondents from providing a notice of meeting, proxy circular, or any other form of proxy solicitation to unitholders of the Fund.
The Trustee does not intend to comment further on this matter while its application is before the Ontario Securities Commission.
Certain statements contained in this news release constitute forward-looking information within the meaning of Canadian securities laws. Forward-looking information may relate to matters disclosed in this press release and to other matters identified in public filings relating to the Fund, to the future outlook of the Fund and anticipated events or results and may include statements regarding the future financial performance of the Fund. In some cases, forward-looking information can be identified by terms such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "intend", "estimate", "predict", "potential", "continue" or other similar expressions concerning matters that are not historical facts. Actual results may vary from such forward-looking information.
For further information:
For further information, please contact Investor Relations at 416.361.9673 or toll-free at 1.877.261.9674. For media, please contact John Lute, Lute & Company, at 416.929.5883.