IN THE MATTER OF THE SECURITIES ACT
R.S.O. 1990, c. S.5, AS AMENDED (the "Act")
- and -
IN THE MATTER OF
CERTAIN DIRECTORS, OFFICERS AND INSIDERS OF
HOLLINGER INTERNATIONAL INC.
(BEING THE INDIVIDUALS AND ENTITIES LISTED
IN SCHEDULE "A" HERETO)
(Paragraph 127(1)2 and Subsection 127(5))
WHEREAS it appears to a Director of the Ontario Securities Commission (the "Director") that:
- Hollinger International Inc. ("HLR") is incorporated under the laws of Delaware and is a reporting issuer in the Province of Ontario.
- Each of the individuals and entities listed in Schedule "A" (individually, a "Respondent" and collectively, the "Respondents") is, or was, at some time since the end of the period covered by the last financial statements filed by HLR, namely September 30, 2003, a director, officer or insider of HLR and during that time had, or may have had, access to material information with respect to HLR that has not been generally disclosed.
- On May 6, 2004, HLR issued and filed on SEDAR a press release disclosing that it will not be in a position to file its annual financial statements (and related MD&A) for the year ended December 31, 2003, its interim financial statements (and related MD&A) for the three months ended March 31, 2004 or its Annual Information Form on a timely basis as prescribed by Ontario securities law.
- HLR has failed to file its interim statements (and interim Management's Discussion & Analysis related thereto) for the three-month period ended March 31, 2004 as required to be filed under Ontario securities law on or before May 15, 2004, and has not filed such statements as of the date of this order.
- HLR is currently engaged in a strategic process as described in the material change report of HLR dated November 27, 2003 (the "Strategic Process"). The Strategic Process has been commenced by the board of directors of HLR and is being conducted through HLR's financial advisor, Lazard Frères & Co. LLC, to pursue a range of alternative strategic transactions for HLR. The Strategic Process may involve the sale or reorganization of all or a part of HLR's business and other possible transactions by means that may include asset sales, share sales or a merger, amalgamation, arrangement, business combination or other reorganization.
- 6. Hollinger Inc. ("Hollinger") is, directly and indirectly, the largest voting shareholder of HLR and is a reporting issuer in the Province of Ontario. On April 5, 2004, Hollinger filed a material change report disclosing that it had entered into an agency agreement in respect of a proposed offering and sale of up to 20,096,919 subscription receipts (the "Subscription Receipts") of Hollinger at a price of CDN$10.50 per Subscription Receipt for gross proceeds of CDN$211 million (the "Subscription Receipt Offering"). On April 7, 2004, Hollinger issued and filed a press release and material change report announcing the closing of the offering of Subscription Receipts. As described in the above-mentioned material change reports, the gross proceeds from the sale of the Subscription Receipts will be held in escrow for a certain period following the closing of the Subscription Receipt Offering, pending the satisfaction of certain escrow conditions. The satisfaction of certain of these escrow conditions may constitute or involve trades in securities of Hollinger and/or HLR.
AND WHEREAS the Director is of the opinion that it is in the public interest to make this order;
AND WHEREAS the Director is of the opinion that the length of time required to conclude a hearing could be prejudicial to the public interest;
IT IS ORDERED pursuant to paragraph 2 of subsection 127(1) and subsection 127(5) of the Act that, effective immediately, all trading, whether direct or indirect, by the Respondents in the securities of HLR, with the exception of
- any trade in securities of HLR contemplated by or in connection with the Subscription Receipt Offering (including without limitation any transfers or conversions of any securities of HLR in connection with satisfying redemptions or retractions of any securities of Hollinger pursuant to a retraction request initiated by a person other than a Respondent); and
- any trade in securities of HLR contemplated by or in connection with any transaction directly or indirectly resulting or arising from the Strategic Process;
shall cease for a period of 15 days from the date of this order.
DATED at Toronto, this 18th day of May, 2004.
Ontario Securities Commission
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