Concordia Healthcare Corp. T.CXR.R

RE:RE:RE:RE:RE:RE:RE:RE:RE:RE:RE:RE:RE:Thin Volume

[Health123]

You have a wee leetle problem understanding Lady Justice, aka Latice.  MT did not buy shares on margin.  HE used 10% LTV and borrowed against his shares.  Same as placing a put using debt instruments and Lettuce is absolutely right on this one.  

Lumberfeverlong wrote: Lattice, I grant you the win on there being a policy against hedging shares of the company. I do not grant you an overall win since the policy does not prohibit buying shares on margin. I honestly believe MT never thought he would see the day that the shares would fall as much as they have. Unlike you and your other paid badger friends, I don't have the time to go through every document posted on Edgar.  That said, the transfer of shares to a Cayman company does not shield MT from being sentenced for wrong doing. Regulators impose fines and prison  for bad behaviour. Shares being held in Cayman does not provide any protection from prosecution. Moreover, the share transfer to A Cayman company was well before the forced sale and, as you surely know, people hold assets in tax havens to decrease their tax liability on capital gains and income. The two are completely unrelated. 


quote=LaticelnExile]Lumber,  He pledged his shares as collateral against a decline in share price and he subsequently changed ownership of his shares to a limited numbered company, moved them to  the Cayman Islands trust account so they would be under the radar of the regulators. I posted what you requested.  Own up to your agreement and quit being a poor loser!  

Lumberfeverlong wrote: The last sentence in the passage of the circular you referenced stated that the company did not have any hedging policy at the date of the circular.  The April 19th press release announcing the hedging policy talks about purchasing financial instruments that are DESIGNED to offset a decrease in market value of securites.  The company policy does not prohibit purachsing shares on margin.  The company could, as others have, explicitly prohibited purchasing shares on margin.  It did not.  The fact remains that MT now has a substantial amount of debt to repay without being able to go back into the market to purchase shares of the company to try and make up those losses because he is in a blackout period.  I'll call this one a draw.  

LaticelnExile wrote: Bye Bye lumber.  Best of luck to ya.

LaticelnExile wrote:

Lumberfeverlong wrote: Yes.  Deal.

OK, Here it is.   Suprised as a securities lawyer you didn't pick up on this: 
 

Hedging was first referenced in the Management CIrcular dated March 24th that was sent out with the AGM proxies, page 20-21, of the Management CIrcular which was filed on regulatory portal sSEDAR and EDGAR.  Part of the short thesis has been for the last twelve months that directors use their issuer derivatives and common stock to hedge against a share price decline (that is, when they weren't selling their stock!)

 

A Press Release from the Corporation was issued on April 19th,  highlighting the amended code of conduct:

Concordia also announced today, as indicated in its management information circular dated March 24, 2016, that it has adopted an amended code of conduct (the "Code") which prohibits directors, officers and employees of the Company from purchasing financial instruments that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by any director, officer or employee other than solely in connection with the exercise of options or vesting of restricted share units held by a director, officer or employee to pay the required amount of withholding taxes and/or the exercise price to acquire common shares of Concordia under stock options granted to such directors, officers and employees. A copy of the Code can be obtained from the Company's website or under the Company's profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. 

 

The Code of Conduct filed on SEDAR on April 7th,  outlines the Hedging Prohibition in Paragraph 4.3

 

0. 4.3. Hedging Prohibition

   Directors, officers and employees of Concordia are not permitted to purchase financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by any director, officer or employee other than solely in connection with the exercise of options or vesting of restricted share units held by a director, officer or employee to pay the required amount of withholding taxes and/or the exercise price to acquire common shares of Concordia under stock options granted to such directors, officers and employees.

Corporate Compliance Policies & Guidelines 

 

 

 

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