Court File No. CV-12- 9667 -00 -CL ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST IN THE MATTER OF THE COMPANIES CREDITORS' ARRANGEMENTACT, R.S.c. 1985, C.c -36, AS AMENDED AND 1N THE MATTER OF PLAN OF COMPROMISE OR ARRANGEMENT OF S1N0- FOREST CORPORATION Applicant APPLICATION UNDER THE COMPANIES CREDITORS' ARRANGEMENTACT, R.S.C. 1985, c.0 -36, AS AMENDED SUPPLEMENTARY MOTION RECORD October 5, 2012 LENCZNER SLAGHT ROYCE SMITH GRIFFIN LLP Barristers Suite 2600 130 Adelaide Street West Toronto ON MSH 3P5 Peter H. Griffin (19527Q) Tel: (416) 865 -2921 Fax: (416)865 -3558 Email: pgriffin@litigate.com Peter J. Osborne (33420C) Tel: (416) 865 -3094 Fax: (416)865 -3974 Email: posborne@litigate.com Shara N. Roy (49950H) Tel: (416) 865 -2942 Fax: (416)865 -3973 Email: sroy@litigate.com Brendan Gray (58586B) Tel: (416) 865 -2945 Fax: (416)865 -2878 Email: bgray@litigate.com Lawyers for Ernst &Young LLP
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Court File No. CV-12-9667-00-CL
ONTARIOSUPERIOR COURT OF JUSTICE
COMMERCIAL LIST
IN THE MATTER OF THE COMPANIES CREDITORS'ARRANGEMENTACT, R.S.c. 1985, C.c-36, AS AMENDED
AND 1N THE MATTER OF PLAN OF COMPROMISE ORARRANGEMENT OF S1N0-FOREST CORPORATION
Applicant
APPLICATION UNDER THE COMPANIES CREDITORS'ARRANGEMENTACT, R.S.C. 1985, c.0-36, AS AMENDED
SUPPLEMENTARY MOTION RECORD
October 5, 2012 LENCZNER SLAGHT ROYCESMITH GRIFFIN LLP
BarristersSuite 2600130 Adelaide Street WestToronto ON MSH 3P5
Peter H. Griffin (19527Q)Tel: (416) 865-2921Fax: (416)865-3558Email: [email protected]
Peter J. Osborne (33420C)Tel: (416) 865-3094Fax: (416)865-3974Email: [email protected]
Shara N. Roy (49950H)Tel: (416) 865-2942Fax: (416)865-3973Email: [email protected]
Lawyers for the ward of C}irectors of Sinp-Forest Corpar~tio~a
AI~ll SISKINAS ~I~T'Tt): &8f} Waterios~ Street
t~.o. z~o~ zsz~Condon, Ontario N6A 3'V8
A, Dimitri LescarisT`CI: S19.d6O.7H4$F'ax: 5I 9.672.GA65Email: dimitri.lasa~risQ~iskinds.com
Charles M, WrightTcl; SI9.660,7753email: Charles.wri~h#{rr~7siski~7ds.corn
Lawyers for are Ad Hoc Commitiea ofPurchasers of fihe Applioant's Securities,including the Representative Pt~inriffs in thot)ntarin Class Actiaix against the Applicant
Steven 3. Tal!TeI: 2fl2.408.460QF~~c: 202.405,4699Email• stall~cohenmilstein.com
Matthew B. T~t~planTel: 2Q2.4~$.~600Erziail; rnkapian r(~coher~milstein,com
~1.ttorneys far the Plaintiff xnd tha Proposed Ctassre New York actiari
A~iS7 ICt)SK.~E MLNSKX ~,~~~'TC7: 20 Queen Street West, Suite 90Q
Toronto, Ontario MS~-1 3R3
Kirk M. BaertTel: X16.545.2117~'ax: 416.204.2899Email: kbaer#~a3lcnYlaw.ca
Jonathan [3idaTeJ: 416.55.2072Fact: 4162a4.2~07Email: jbida(7a kmtaw.ca
Garth MyarsTel: 416.5952102Fax; ~# i b.977.3316email: gmyeCS a ktnla4v<ca
Lawyers for an Act X-ioc Committee of I~urchasersof the AppJioant's Securities, ina(nding theRepresentakive Alaintiffs in the t7axtario CI~.ssAction against the Applicant
Celfncs L.e~;endre Lawyars fefr an Ad Hoc Cnmmi~tcc of'PurchasorsTet; S14.39`7.7~48 of the Appii~an~'s Securities, including the~mait: cle$endre(a,~mccarthy.ca Rapresentative l~lainiit'fs in the C7ntaria Class
Action against the Applicanti.~veyers for Ernst &Young LLP
ANTS CHAIT4N3 I.,~k' ltNI7 Y?~~''AR'~'ME1V1' Q~` ~TLIS'~'~G'E'CO: SOflO Yonge Street, 10`x' Floor TO: 130 King Street 'Wcst
email; bernard.~ve] cr lrnnrn,comtl.S. ~,~wyers tar the Convertible NoteIndenture ̀ Tnsstee (The dank of New York ~iruno ~ta~ianiMellon} TAI: S 1Q.925.6310
ANI7 ~'XtAS~~ M~LP~t~R CAS~RAZI~' ~~.P AND ERI~TS'T & YE7'C1NG LY,P`t'O: 7'i (tang Street West, Suite 40Q Tt~: 222 Say Street, P.O. IIox 2SJ
Toronto-pomtnian Centre Toronto, Qrstaria Nf5T~ S77Taronta OnYaria MSK 4A i
Tvlike A, DeanNei( S. Rabinovitch 'T'e3~ 416-943-2134T~1: 4 i G.$G3.4656 ~ ax: 416-943-330QFix: 4~6 863 4592 Email: Mike.F',[email protected]: neil.rafiinovitch(a~fmc-law.carn
Jane Daetnch'het; 41 .863.4467email: jane.daetrich~£ma-lsw.com
Lawyers for Contrarian CapitalManagement, L~,C
~t~~' CE,Xll~ & CQ1V.~~'A1V"Y AND 2~CYi~"T".i"S, 7,~IAJfLRIS ~,LP'!'Ci: 390 Clay Streat, Suits 80Q TQ: Suite 816, 1 S 1 University Ave
Tprnnta, ~ntarin M5I-lf 2Y2 Tornr~tn t~N M5T3 2X7
Mary M~garet ~'ox Gary kT. ~.uftspringTel: 4 S 6.'abE.45SS Tel:- f 47,288.3 X62Ft~x: 4I6.36$.& 1 l Q T'ax: 647.260.222QEmail: marymargaret.foxClac~ydeco.ca Bm~il. Gi,uftspa•inga~rickettshaaris:com
Fau! Emerson Lawyers for Travelers Insurance Company of"f'el: 41 b.3b6.4555 Canada~maii: pa~al.em~rson ~z7clydeco.ca.
C.awyers far ACE TNA dnsuranoe and ChubbInsttrancc Company of Canada
T4913241'f0l~„LkW17R841 t 8~! $
TAB
INDEX
Affidavit of Christina Shiels sworn October 5, 2012
PAGE
1-2
A Translation from French to English of the Motion to Amend served on October 3-122, 2012
Court File No. CV-12-9667-00-CL
ONTARIO
SUPERIOR COURT OF JUSTICECOMMERCIAL LIST
IN THE MATTER OF THE COMPANIES CREDITORS'ARRANGEMENTACT, R.S.c. 1985, Gc-36, AS AMENDED
AND IN THE MATTER OF PLAN OF COMPROMISE ORARRANGEMENT OF S1N0-FOREST CORPORATION
Applicant
APPLICATION UNDER THE COMPANIES CREDITORS'ARRANGEMENTACT, R.S.C. 1985, c.0-36, AS AMENDED
AFFIDAVIT
I, Christina Shiels, of the Town of Oakville, in the Region of Halton, MAKE OATH
AND SAY:
1. I am a law clerk with the law firm of Lenczner Slaght Royce Smith Griffin LLP, the
lawyers for Ernst &Young LLP ("E&Y") in The Trustees of the LaboureNS' Pension Fund of
Central and Eastern Canada et al. Sino-FoYest Corporation et al., in Court File No. CV-11-
431153-OOCP. As such, I have knowledge of the matters contained in this affidavit.
2. I swore an Affidavit dated October 4, 2012 in support of E&Y's motion returnable
October 9 and 10, 2012.
3. Attached to that Affidavit as Exhibit "D" was a Motion Record served by counsel for the
Quebec Petitioner for a motion for permission to amend in the Quebec class action bearing Court
-2-
File No.: 200-06-000132-111. Attached hereto as Exhibit "A" is a true copy of an official
translation from French to English of the Motion to Amend served on October 2, 2012.
4. I make this Affidavit in support of E&Y's motion returnable October 9 and 10, 2012, and
for no improper purpose.
SWORN BEFORE ME at the City ofToronto, in the Province of Ontario onOctober 5, 2012
..,~--
Commissioner for Taking Affidavits(or as may be)
~V \~YL
CHRISTINA SHIELS
z
This is Exhibit "A" referred to in the Affidavit of Christina Shielssworn October 5, 2012
Commissioner for Taking Affidavits (or as may be)
0
CANADAPROVINCE OF QUEBECDISTRICT OF QUEBEC CITYNO: 200-06-000132-111
SUPERIOR COURT(class action)
GUINING LIUPETITIONER
SING-FOREST CORPORATION ANDOTHERSRESPONDENTS
PETITION OF THE PETITIONER FOR PERMISSION TO AMEND(Section 1016 C.p.c.)
TO THE HONOURABLE JUDGE JEAN-FRAN~OIS EMOND, OF THE SUPERIORCOURT OF QUEBEC, JUDGE DESIGNATED TO HEAR ANY PROCEEDINGSRELATED TO THIS MATTER, THE PETITIONER STATES THE FOLLOWING:
1. On June 9, 2011, the petitioner filed a petition for authorization to institute a class action,
under the title: "Motion to authorize the bringing of a Class Action and to obtain the status ofrepresentative";
2. On August 3, 2012, the petitioner filed a petition for permission to amend the petition forauthorization to institute a class action;
3. By a ruling handed down on August 30, 2012, this honourable Court allowed the petition
for permission to amend;
4. In view of the presentation of the petition for obtaining authorization to institute a classaction for the purpose of settlement and for approval of the transaction that took place with therespondent, Poyry (Beijing) Consulting Company Limited, the petitioner wishes to obtainpermission to amend again in order to clarify the status of a petitioner, to limit the number ofrespondents and to identify the causes of action;
5. The purpose of this amendment application is to correct the amendment application datedAugust 3, 2012;
6. These amendments are necessary in order that the class action of Quebec may take itscourse, considering that the transaction with Poyry was approved on September 25, 2012 in theclass action of Ontario;
Addition of a petitioner
7. The ruling dated August 30, 2012 authorizes the addition of Mr. Ilan Toledano as apetitioner. The purpose of the amendment was instead to add Condex Wattco Inc. as apetitioner and Mr. Ilan Toledano as a designated person;
8. Condex Wattco Inc. purchased 835 shares in Sino during the period referred to in theclass action;
9. Mr. Toledano is employed by Condex Wattco Inc.;
10. The proposed amendment is in the best interest of the members, since Mr. Toledano is aperson who is well-informed in the field of securities and able to adequately represent themembers;
11. The petitioner asks for permission to add Condex Wattco Inc. as a petitioner and Mr.Toledano as a designated person;
Addition and withdrawal of respondents
12. After analysis, the causes of action of the class action rest on the liability of the
respondents on the secondary market set out in Section 225.4 of the Securities Act (hereafter
"SA") as well as the fault under the tort liability set out in Section 1457 C. c. Q. ;
13. As the allegations concerning the primary market are no longer required, the addition of
the underwriters as respondents has no purpose and could provoke challenges from other
respondents that could delay the progress of the hearing of the class action;
14. The members of the group do not sustain any prejudice from the withdrawal of the
underwriters as respondents;
15. As for BDO, its addition as a respondent remains in the group's interest;
16. The petitioner asks for permission to add, as a respondent, the party below:
An auditing firm;- BDO Limited (known as BDO MCCABE LO LIMITED);
17. The petitioner asks for permission to withdraw, as respondents, the parties below:
MERRILL LYNCH CANADA INC.;- CANACCORD FINANCIAL LTD.;- MAISON PLACEMENTS CANADA 1NC.;- CREDIT SUISSE SECURITIES (USA) LLC.;- BANC OF AMERICA SECURITIES LLC.
Modification of the heading of the class action
18. Section 225.4 SA sets out that an action for damages instituted under this section of theact must be authorized in advance by the court;
19. The amendment proposing the modification of the heading of the petition forauthorization is in the best interest of the members;
20. The petitioner asks for permission to modify the heading of the petition for authorization
which will henceforth read as follows: "Afnended Motion foN leave to plead the cause of actioncontained in Title VIII, Chapter II, Division II of the QSA and to authorize the bringing of a classaction and to obtain the status of representative" as well as the addition of the allegations andconclusions related to the SecuNities Act and the Civil Code of Quebec;
21. This petition is founded in fact and in law;
FOR THESE REASONS, MAY IT PLEASE THE COURT:
TO ALLOW the petition;
TO PERMIT the petitioner to amend the petition far authorization to institute a class action in
order to add to it Condex Wattco Inc. as petitioner as well as Mr. Toledano as designated person;
TO PERMIT the petitioner to amend the petition for authorization to institute a class action in
order to add to it, as respondent, the party below:
BDO Limited (known as BDO MCCABE LO LIMITED);
TO PERMIT the petitioner to amend the petition for authorization to institute a class action in
order to withdraw, as respondents, the parties below:
CREDIT SUISSE SECURITIES (USA) LLC.;BANC OF AMERICA SECURITIES LLC.
TO PERMIT the petitioner amend the petition for authorization to institute a class action inorder to modify the heading of the petition for authorization which will henceforth read asfollows: "Amended Motion for leave to plead the cause of action contained in Title VIII, ChapterII, Division II of the QSA and to authorize the bringing of a class action and to obtain the statusof representative" as well as the addition of the allegations and conclusions related to theSecurities Act and the Civil Code of Quebec;
All of this according to the text of the document entitled: "Amended Motion for leave to plead thecause of action contained in Title VIII, Chapter II, Division II of the QSA and to authorize thebringing of a class action and to obtain the status of ~ep~esentative" attached to this petition forpermission to amend;
ALL without costs, except in the event of challenges.
Quebec City, this 1st day of October, 2012
[signature]SISKINDS, DESMEULES, S.E.N.C.R.L.Samy Elnemr, Lawyer for the Petitioner
S
SOLEMN DECLARATION
I, the undersigned, BARBARA ANN CAIN, lawyer, practising my profession at 43, rue Buade,bureau 320, Quebec City, Quebec, solemnly declare the following:
1. I am one of the lawyers for the petitioner in this case;
2. All of the facts alleged in this petition are true;
IN WITNESS WHEREOF, I HAVE SIGNEDin Quebec City, this 1st day of October, 2012
[signature]Barbara Ann Cain
Declared solemnly before mein Quebec City, this 1st day of October, 2012
[signature]Commission of Oaths for all judicial districts in Quebec
[stampl
0
NOTICE
TO: Mason Poplaw and Celine LegendreMcCarthy Tetrault1000 de la Gauchetiere Ouest, bureau 2500Montreal, Quebec H3B OA2Lawyers for Ernst &Young LLP
Bernard Gravel &Bruno FlorianiLapointe Rosenstein Marchand Melan~on LLP1250 boul. Rene-Levesque Ouest, bureau 1400Montreal, Quebec H3B SE9Lawyers for Poyry (Beijing) Consulting Company Limited
Michael A. EizengaBennet Jones3400 One First Canadian Place, P.O. Box 130Toronto, Ontario MSX 1 A4Lawyers for Sino-Forest Corporation
Dominique Gibbens &Alain RiendeauFasken Martineau DuMoulin SENCRLC.P. 242, Tour de la Bourse800 Place Victoria, bureau 3700Montreal, Quebec H4Z 1 E9Lawyer for the underwriters
TAKE NOTE that this petition to obtain permission to amend will be presented for adjudicationbefore the Honourable Judge Jean-Francois Emond of the Superior Court of Quebec at a time andplace to be determined during a case management conference.
Quebec City, October 1, 2012
[signature]SISKINDS, DESMEULES, S.E.N.C.R.L.Samy Elnemr, Lawyer for the Petitioner
C~I~!►~r:~ X7:1PROVINCE OF QUEBECDISTRICT OF QUEBEC CITY(class action)SUPERIOR COURTNO: 200-06-000132-111
GUINING LIU
Petitioner
SINO-FOREST CORPORATION AND OTHERS
Respondents
Petition of the petitioner for permission to amend &Amended Motion for leave to plead thecause of action contained in Title VIII, Division II of the Quebec Securities Act and to
authorize the bringing of a class action and to obtain the status of representative
BB-6852Samy ElnemrF/N: 67-101
SISKINDS, DESMEULES, S.E.N.C.R.L.
Les Promenades du Vieux-Quebec43 rue de Buade, bureau 320Quebec City, Quebec G 1 R 4A2Tel.: (418) 694-2009Tel.: (418) 694-0281www.siskinds.com
Record 15
10
.A~.~B ~ O I~TTEI~.NATIOlOT.~LTranslators and Interpreters8 King St. East, Suite 808, Toronto, Ontario MSC 1 BS
T:416-359-0873: F:416-359-0874
OFFICIAL TlE2A:~ISLATION
PROVINCE OF ONTARIO
CITY OF TORONTO
I, Margaret Northcote , of the City of Toronto, in the Province
of Ontario, Translator for ABCO INTERNATIONAL, Toronto, DO SOLEMNLY DECLARE
as follows:
1. i am proficient with the French and English languages.
2. The annexed documents) is (are) an accurate and authentic translation from
the . French language, a copy of which is attached hereto, and
purporting to be:
COURT DOCUMENT
GUINING LIU (PETITIONER} V.
SINO-FOREST CORPORATION AND OTHERS (RESPONDENTSi
And I make this solemn Declaration conscientiously believing it to be true and knowing
it is of the same force and effect as if made under oath, and by virtue of the "Canada
Evidence Act".
DECLARED before me at the City of Toronto,
In the Province of Ontario, ~~~
This ~~ }! ~~' day of ~T ~l ̀; ``, t` 2012
~~. ~f
s ~ `'
Compan~~ Signing;.E3fficer'and Seaf
' '~ Signature of Translator
11
IN THE MATTER OF TAE COMPANIES CREDITORS' ARRANGEMENT ACT, R.S.C. 198
5, c.
C-36, AS AMENDED AND IN THE
1VIATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF SINO-FOREST CORPORATION
Court File No. CV-12- 9667-00-CL
ONTARIO
SUPERIOR COURT OF JUSTICE
COMMERCIAL LIST
PROCEEDING COMMENCED AT TORONTO
AFFIDAVIT
LENCZNER SLAGHT ROYCE
SMITH GRIFFIN LLP
Barristers
2600 - 130 Ade
laid
e St
reet
West
Toro
nto ON MSH 3P5
Peter H. Gr
iffin (19527Q)
Tel:
(4
16) 865-29
21Fax:
(416
)865-3558
Emai
l:
pgri
ffin@l
itig
ate.
com
Peter J. Osb
orne
(33
420C
)Te
l:
(416
) 865-3
094
Fax
(416
)865-3
974
Email:
posborne
@litigate.com
Lind
a L.
Fue
rst (22718U)
Tel:
(416
) 865
-309
1Fax
(416
)865-2869
Email:
lfue
rst @1 iti gate. co m
Shara N. Roy (49950H)
Tel:
(4
16) 865
-294
2Fa
x (4
16) 86
5-3973
Emai
l:
sroy@l
itig
ate.
com
Lawy
ers for the Re
spon
dent
, Ernst &Young LLP
N N
IN THE MATTER OF TFIE COMPANIES CREDITORS'ARRANGEMENTACT, R.S.
C. 1985, c. C-3
6, AS AMENDED AND IN THE
MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF SINO-FOREST CORPORATION