Your email query regarding Longford Energy Inc. (TSX Venture: LFD), and your concerns that no further mention has been made regarding a proposed
.10 special one-time dividend that is to be paid out to shareholders, has been received by the Investment Industry Regulatory Organization of Canada (IIROC).
IIROC is the national self-regulatory organization which oversees all investment dealers and trading activity on debt and equity marketplaces in Canada. Created in 2008 through the consolidation of the Investment Dealers Association of Canada and Market Regulation Services Inc., IIROC sets high quality regulatory and investment industry standards, protects investors and strengthens market integrity while maintaining efficient and competitive capital markets. IIROC carries out its regulatory responsibilities through setting and enforcing rules regarding the proficiency, business and financial conduct of dealer firms and their registered employees and through setting and enforcing market integrity rules regarding trading activity on Canadian equity marketplaces.
Please be advised that IIROC’s primary role in reviewing any complaint is to determine whether there is sufficient evidence of a breach of IIROC’s rules to warrant regulatory action. IIROC cannot direct member firms to compensate clients for any losses or assist clients in claims against member firms. IIROC’s role is to protect investors by investigating complaints of regulatory violations and to impose penalties on those who are found guilty of such violations.
On January 16, 2012, Longford Energy Inc. (LFD) announced that it had entered into a definitive sale and purchase agreement to divest its 40 per cent undivided interest in the Chia Surkh Block in the Kurdistan region of Iraq (the "Transaction") to Genel Energy plc ("Genel") which is already a 20% interest holder in the Chia Surkh Block. As part of the Transaction the Company will receive consideration of USD $68 million, of which USD $42 million cash will be paid to Longford and $26 million will be paid directly to the Kurdistan Regional Government (the "KRG") as settlement for outstanding capacity building bonus payments, and related interest, due under the Chia Surkh Block Production Sharing Contract (the "PSC").
In brief, and among other pertinent details of company changes, etc., LFD also made it clear in this Press Release, that as a part of the Transaction proceeds, LFD intends to issue a one-time dividend of CDN
.10, per share, to shareholders of record after the closing of the Transaction. LFD plans to utilize the remainder of funds for other international corporate development and acquisition opportunities, further changes within the company, and for hiring other key personnel, etc.
You raise concerns that the proposed
.10 special one-time dividend to be paid out to shareholders of record after the closing of the Transaction, has not been mentioned again or since this January 16, 2012 Press Release.
While IIROC cannot comment as to why the further or recent company Press Releases do not mention the
.10 special one-time dividend, the January 16, 2012 company Release did state that “…as part of the proceeds, the Company intends to issue a one-time dividend of CDN
.10, per share, to shareholders of record after the closing of the Transaction…” While it is expected that a company honors such statements and proposals, there are no guarantees, especially if the company is facing unforeseen expenses, or other financial challenges, etc.
Please note however, that the April 30, 2012 company Release (see the attached .PDF file) just announced the actual closing of the sale or Transaction. It would seem apparent that LFD just received the associated funds, and has most likely just finalized the Transaction. Normally, any special payouts or provisions (i.e.: the aforementioned
.10 special one-time dividend) that are to occur after the closing of any shareholder approved transaction or reorganization, usually are addressed in further and forthcoming company releases.
You may wish to contact your brokerage firm or financial advisor for further details as to the payment of the
.10 special one-time dividend. Please note however, that your financial or brokerage firm will only be able to pay or credit your account(s), providing that all conditions have been met (i.e.: you tendered to the applicable or required voting instructions, you are a shareholder of record after the closing of the Transaction, etc.), and once they have been paid by the Transfer Agent (TA).
Equity Transfer Services is the listed TA for LFD, and you may wish to contact them directly regarding this dividend to be paid. Please see the following link for their contact details, etc.: https://equityfinancialtrust.com/contact-us. Please be aware that any TA will only be able to pay each financial or brokerage firm once they have received and cleared payment from the company – in this case, LFD must first make the applicable distribution of funds to the TA – Equity Transfer Services.
You may wish to contact the company directly for further details of this proposed
.10 special one-time dividend. LFD’s mailing and corporate head office address is: 65 Queen Street West, Suite 800, Toronto, Ontario, M5H 2M5; Contact Name: Mr. Ahmed Said; Business email address: info@longfordenergyinc.com; Telephone Number: 403-263-3000; Fax Number: 403-263-3041.
Alternatively, you may try to gain insight via the TMX Group, who owns and operates the Toronto Stock Exchange (TSX) and the TSX Venture Exchange. General inquiries and investor relations or shareholder queries are directed to: 1-888-873-8392, or, via email at: info@tmx.com, or: shareholder@tsx.com.
Lastly, since LFD’s Principal Regulator appears to be the Ontario Securities Commission (OSC), you may even glean further information from them. The OSC administers and enforces securities law in the province of Ontario. Their mandate is to provide protection to investors from unfair, improper and fraudulent practices, and foster fair and efficient capital markets and confidence in capital markets. They may be reached at: Local (Toronto): 416-593-8314; Toll-free (North America): 1-877-785-1555; or, via email at: inquiries@osc.gov.on.ca.
You may get the confirmation you seek of this proposed
.10 special one-time dividend, and/or a more definitive timeline as to when the said dividend may be forthcoming and paid out to shareholders of record. This does not appear to be a regulatory matter, nor one that IIROC can assist you further with.