Suresh Thakrar

The Ontario Securities Commission held a hearing to consider whether to approve a Settlement Agreement between Staff and Biovail Corporation.

Biovail admitted to inaccurate and false public disclosure that materially impacted its financial statements, including failing to disclose arrangements with a research vehicle, improperly recognizing revenue from a 'bill and hold' transaction, failing to correct a material error in exchange rates, and disseminating incorrect statements regarding a truck accident.

Biovail also provided misleading information to Staff.

The Commission approved the Settlement Agreement, finding it in the public interest, and ordered Biovail to be reprimanded, pay a $5,000,000 administrative penalty, pay $1,500,000 in costs, and retain a consultant to review its compliance training.

The filers, McDonald's Restaurants of Canada Limited and its associated marketing funds, applied to the Ontario Securities Commission for exemptive relief from the prospectus and dealer registration requirements.

The relief was sought to allow the distribution of Class A shares to franchisees once the number of shareholders exceeded 50, which would otherwise preclude reliance on the private issuer exemption.

The Commission granted the requested relief, subject to conditions including restrictions on share transfers and the provision of specific disclosure documents to prospective purchasers.

The Toronto-Dominion Bank applied for exemptive relief from the dealer registration, underwriter registration, and prospectus requirements under the Securities Act for trades in short-term debt instruments that may not meet the 'approved credit rating' requirement.

The Ontario Securities Commission granted the exemptions, subject to conditions including that the instruments mature in not more than one year and have a prescribed minimum credit rating from an approved rating organization.

The Filers applied to the Ontario Securities Commission for exemptive relief from mutual fund conflict of interest restrictions, self-dealing prohibitions, and self-interest prohibitions under the Securities Act.

The relief was sought to permit a one-time reorganization of pooled funds and managed account client investments into a new fund-of-funds structure.

The Commission granted the requested exemption, provided that the reorganization arrangements avoid the duplication of management and performance fees.

Following a merits hearing where the respondents were found to have engaged in a boiler room operation, illegally distributing securities and using high-pressure sales tactics, the Commission held a sanctions and costs hearing.

The Commission ordered permanent cease trade and director/officer bans against the corporate respondent and its principals, and a 10-year ban against a salesperson.

The respondents were ordered to disgorge the full $2.75 million obtained from investors.

Administrative penalties totaling $625,000 and costs of approximately $160,000 were also ordered.

The Filer, a Spanish corporation, applied for a decision that it is no longer a reporting issuer in the Jurisdictions.

The Filer demonstrated that Canadian resident shareholders beneficially own less than 2% of its outstanding securities and represent less than 2% of the total number of beneficial shareholders.

The Filer has no intention of seeking public financing in Canada, and its securities do not trade on any Canadian market.

The Commission granted the requested relief, noting the Filer's compliance with Spanish securities laws and its undertaking to make disclosure documents available to Canadian securityholders.

The Ontario Securities Commission held a hearing on the merits regarding allegations that the respondents traded and distributed securities without registration or a prospectus.

The respondents solicited investments in promissory notes via the internet, promising high returns.

The Commission found that the respondents breached sections 25(1) and 53(1) of the Securities Act by trading and distributing securities without registration or a prospectus, and acted contrary to the public interest.

Mackenzie Financial Corporation applied for exemptive relief on behalf of several Symmetry Top Funds to permit them to invest in the Symmetry Equity Pool, despite the underlying fund investing more than 10% of its net assets in another mutual fund.

The Ontario Securities Commission granted the requested relief from the mutual fund conflict of interest investment restrictions, reporting requirements, and self-dealing prohibitions, subject to compliance with certain conditions under National Instrument 81-102.

Following a merits decision finding that the respondents engaged in unregistered trading, illegal distributions, and high-pressure sales tactics, the Ontario Securities Commission held a hearing to determine sanctions and costs.

The Commission found the respondents' conduct to be egregious, involving misrepresentations to investors and breaches of prior Commission orders.

The Commission ordered permanent and 20-year trading bans, director and officer bans, and telephoning prohibitions.

Administrative penalties of $200,000 each were imposed on First Global and Grossman, and $20,000 on Shuman.

The respondents were also ordered to pay costs totaling $62,573.74.

The Filer, Tiomin China Limited, applied for an order under the Securities Act declaring that it is not a reporting issuer.

The Filer became a reporting issuer following a plan of arrangement but has fewer than 15 security holders in each Canadian jurisdiction and its securities are not traded on any marketplace.

The Ontario Securities Commission granted the requested exemptive relief.

The respondent breached a 2004 cease trade order by trading securities listed on U.S. exchanges through brokerage accounts located in Toronto.

The respondent believed in good faith, based on legal advice, that trading on U.S. exchanges was permitted regardless of the account location.

The Commission found the breach was inadvertent but emphasized that respondents are responsible for ensuring compliance with Commission orders.

The Commission imposed an administrative penalty of $25,000, ordered disgorgement of any profits from the divestiture of the securities, permanently prohibited trading with a limited RRSP carve-out, and ordered $15,000 in costs.

The respondent, a legal secretary at a law firm, engaged in illegal insider trading over a three-year period using confidential information about merger and acquisition transactions.

She made a profit of approximately $51,500.

Staff of the Ontario Securities Commission and the respondent entered into a settlement agreement.

The Commission approved the settlement agreement but required an amendment to increase the administrative penalty to $103,137.22 (twice the profit made) and to permanently ban the respondent from becoming a director or officer of any market participant, emphasizing the serious nature of insider trading.

The applicant, Barrick Gold Corporation, applied for exemptive relief from the prospectus and dealer registration requirements for the issuance of its common shares upon the conversion of convertible debentures originally issued by the target company, Cadence Energy Inc. Following the applicant's take-over bid for the target, the debentures became convertible into the applicant's shares.

The Ontario Securities Commission granted the requested relief, subject to the condition that the first trade in the issued shares is a deemed distribution unless specific resale conditions are met.

The filer, Leith Wheeler Investment Counsel Ltd., applied for exemptive relief from the self-dealing provisions of the Securities Act to permit inter-fund trades between its mutual funds, pooled funds, and managed accounts.

The Ontario Securities Commission granted the requested relief, subject to conditions including that the trades comply with the pricing and transparency requirements of National Instrument 81-107 and receive approval from the Independent Review Committee or client consent.

The Ontario Securities Commission held a hearing to consider a settlement agreement between Staff and Peter George Lee, former CFO of HIP Interactive Corporation.

Lee admitted to violating s. 122(1)(b) of the Securities Act by certifying false interim financial statements that concealed a $1.3 million inventory overstatement.

The Commission approved the settlement agreement, finding it in the public interest.

Lee was reprimanded, prohibited from acting as a director or officer of any reporting issuer or registrant for 15 years, and ordered to pay an administrative penalty of $13,000 and costs of $2,000.

The applicant, a UK-based global financial services provider, applied for exemptive relief from the dealer registration and prospectus requirements under the Securities Act.

The relief was sought to permit the issuance of ordinary shares and American Depositary Shares to a de minimis number of its current Canadian shareholders under a global open offer.

The Ontario Securities Commission granted the requested relief, subject to conditions ensuring Canadian shareholders receive terms no less favourable than US shareholders and are provided with appropriate disclosure materials.

The applicants applied to the Ontario Securities Commission for exemptive relief from the dealer registration and prospectus requirements under the Securities Act.

The relief was sought in connection with an exchange offer of common shares for subordinated notes, which would otherwise constitute an indirect issuer bid.

The Commission granted the requested relief, subject to conditions including compliance with issuer bid requirements, and also granted relief for the first trade of the acquired common shares and confidentiality of the application materials.

Bioscrypt Inc. applied for a decision under the securities legislation of multiple jurisdictions to cease being a reporting issuer.

Following its acquisition by a wholly-owned subsidiary of L-1 Identity Solutions, Inc., Bioscrypt's shares were delisted from the TSX and it had fewer than 51 security holders in Canada.

The Ontario Securities Commission, acting as principal regulator, granted the requested exemptive relief.

The applicant mutual fund manager applied for exemptive relief from the mutual fund conflict of interest investment restrictions and reporting requirements under the Securities Act (Ontario).

The relief was sought to allow the top funds to invest in underlying exchange-traded funds managed by an affiliate, which would otherwise be prohibited because the top funds might become substantial security holders of the underlying funds.

The Ontario Securities Commission granted the exemption, subject to the condition that the investments comply with the requirements of section 2.5 of National Instrument 81-102, as modified by a prior exemption.

The Ontario Securities Commission held a hearing on the merits regarding allegations that Limelight Entertainment Inc. and its principals and salespersons engaged in unregistered trading and illegal distributions of securities.

The Commission found that the respondents raised approximately $2.75 million from investors across Canada and internationally using high-pressure sales tactics, without being registered and without filing a prospectus.

The respondents purported to rely on the accredited investor exemption, but the vast majority of investors did not qualify.

The Commission also found that the respondents made prohibited representations regarding the future listing of shares, filed misleading reports, misled Commission Staff during the investigation, and breached temporary cease trade orders.

The conduct was found to be egregious and contrary to the public interest.

A sanctions hearing was ordered to be scheduled.