Energy Income Fund Applies to OSC for Cease Trade Order Against Dissident Unitholders
30 January 2012 - 3:21PM
PR Newswire (Canada)
ENI.UN 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. Energy Income Fund CONTACT: For
further information, please contact Investor Relations
at416.361.9673 or toll-free at 1.877.261.9674. For media, please
contactJohn Lute, Lute & Company, at 416.929.5883.
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