court of ai>i)eal for ontario compendium of the respondents, sino

347 Pages·2012·12.06 MB·English

Court of Appeal File Numbers: C56118 / C56115 / C56125
Superior Court File No. CV -12-9667 -OOCL
COURT OF AI>I)EAL FOR ONTARIO
IN THE MATTER OF THE COMPANIES' CREDITORS
ARRANGEMENT ACT, RS.C. 1985, c. C-36, AS AMENDED
AND ll'l THE MAI TER OF A PLAN OF COMPROMISE OR
ARRANGEMENT OF SINO-FOREST CORPORATION
COMPENDIUM OF THE RESPONDENTS, SINO-FOREST CORPORATION
November 6, 2012 BENNETT JONES LLP
One First Canadian Place
Suite 3400, P.O. Box 130
Toronto, Ontario
M5X lA4
Robert W. Staley (LSUC #27115J)
Kevin Zycb (LSUC #33129T)
Derek ,J. Bell (LSUC #43420J)
Raj Sahni (LSUC #42942U)
Jonathan Bell (LSUC #55457P)
Tel: [phone]
Fax: [phone]
Lawyers for Sino-Forest Corporation
Index
Court of Appeal File Numbers: C56118! C56115! C56125
Superior Court File No. CV" 12"9667 "OOCL
COURT OF APPEAL FOR ONTARIO
IN THE MATTER OF THE COMPANIES' CREDITORS
ARRANGEA1ENT ACT, R.S.C. 1985, c. Cw36, AS AMENDED
AND IN THE MATTER OF A PLAN OF COMPROMISE OR
ARRANGEMENT OF SINO"FOREST CORPORA nON
INDEX
Tab l)ocument l>age
1. Affidavit of Elizabeth Fimio, sworn Jlme 8, 2012 1
A. Exhibit "A" - Amended Statement of Claim bearing Ontario Court 3
File No. CVw11~431153-00CP
B. Exhibit "B" - Originating Process bearing Quebec Court File No. 132
200-06-00132-111
C. Exhibit "C" Originating Process bearing Saskatchewan Court File 154
No. Q.B. No. 2288 of2011
D. Exhibit "DIl Complaint bearing New York Court File No. 198
65025812012
E. Exhibit "E" - Press Release issued June 8, 2012 250
2. Affidavit of Elizabeth Fimio, sworn September 10,2012 254
A. Exhibit "A" - Stay Extension Order of Justice Morawetz dated May 256
31,2012
B. Exhibit "B" - Notice of Motion (Motion Regarding the Status of 260
Shareholder Claims and Related Indemnity Claims
under the CCAA) filed by Sino-Forest Corporation on
June 8, 2012
C. Exhibit "C" - Plan Filing and Meeting Order and Endorsement of 271
Justice Morawetz dated August 31, 2012
Tab Document Page
D. Exhibit "D" - Emails from BDO Limited, Ernst & Young LLP and 323
the Underwriters Named in Class Actions dated
August 16,2012
3. Respondent's Certificate regarding Evidence 329
Tab 1
1
Court File No. CV-12-9667-00CL
ONTARIO
SUPERIOR COURT OF JUSTICE
COMMERCIAL LIST
IN THE MATTER OF THE COMPANIES CREDITORS'
ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED
AND IN THE MATTER OF A PLAN OF COMPROMISE OR
ARRANGEMENT IN THE MATTER OF SINO·FOREST
CORPORATION
AFFIDAVIT OF ELIZABETH FIMIO
(Sworn June 8, 2012)
I. ELIZABETH FIMIO. of the City of Burlington, in the Regional Municipality of
Halton, MAKE OATH AND SAY:
L I am an assistant of Bennett Jones LLP, counsel for Sino-Forest Corporation C1SFCII), I
therefore have personal knowledge of the matters set out below. except where otherwise stated,
Where I do not possess personal knowledge. I have stated the source of my information and I
believe such infonnation to be true.
2. SFC and certain of its current and fonner officers, directors and employees, along with
SFC's current and formel' auditors, technical consultants and various underwriters involved in
prior equity and debt offerings, have been named as defendants in class actions in Ontario,
Quebec, Saskatchewan and New York.
3. A copy of this Fresh as Amended Statement of Claim in the Ontario class action is attached
as Exhibit IIAn,
2
2
4. Copies of the originating documents in the Quebec and Saskatchewan class actions are
attached as Exhibits "B" and "e" respectively.
5. A copy of the complaint in the New York class action is attached as Exhibit liD".
SUPPORT OF THE NOTEHOLDERS
6. On June 8, 2012, SFC issued a press release advising that as of that date, noteholders
holding in excess of $1,296,000 and approximately 72% of the total debt of approximately $1.8
billion of SFC's noteholder debt have executed written support agreements to support the plan
outlined in the announced SFC CCAA plan dated March 30, 2012. A copy of the June 8, 2012
press release is attached as Exhibit "E".
SWORN BEFORE ME at the City of )
Toronto, in the Province of Ontario, this 8th l)
_d_~ Of_J~~~re~'2lo~12~~~====~~
__ __ __ E izabeth Flmio
Drumiel Holden
Barrister & Solicitor
Tab A
3
THIS IS EXHIBIT "AI! TO
THE AFFIDAVIT OF ELIZABETH FIMIO
SWORN JUNE 8,2012
A Commissioner, etc.
Daniel Holden
Barrister & Solicitor
4
Court File No.: OY·11-431l53·00CP
ONTARIO
SUPERlOR COURT OF JUSTICE
BETWEEN:
THE TRUSTEES OF THE LABOURERS' PENSION FUND OF CENTRAL AND EASTERN
CANADA, THE TRUSTEES OF THE INTERNATIONAL UNION OF OPERATING
ENGINEERS LOCAL 793 PENSION PLAN FOR OPERATING ENGINEERS IN ONTARIO,
SJUNDB AP·FONDEN, DAVID GRANT and ROBERT WONG
Plaintiffs
~ and~
SINO~FOREST CORPORATION ERNST &- YOUNG LLP, BDO LIMITED (formerly known
l
as BDO MCCABE LO LIMITED), ALLEN T,Y. CHAN, W, JUDSON MARTIN, KAI KIT
POON, DA YID J, HORSLEY, WILLIAM E. ARDELL, JAMES p, BOWLAND, JAMES M,E,
HYDE, EDMUND MAK, SIMON MURRAY, PETER WANG, GARRY J, WEST, POYRY
(BEIJING) CONSULTING COMPANY LIMITED; CREDIT SUISSE SECURITIES
(CANADA), INC., TD SECURITIES INC" DUNDEE SECURlTIES CORPORA TrON, REC
DOMINION SECURITIES INC.) SCOTIA CAPITAL INC., eIBe WORLD MARKETS INC"
MERRILL LYNCH CANADA INC., CANACCORD FINANCIAL LTD" MAISON
PLACEMENTS CANADA INC., CREDIT SUISSB SECURITIES (USA) LLC.and MERRILL
LYNCH, PIERCE, FENNER & SMITH lNCORPORATED.(successor by merger to Bano of
America Securities LLC)
Defendants
Proceeding under the Cla8s Proceedings Act 1992
l
FRESH AS AMENDED STATEMENT OF CLAIM
(NOTICE OF ACTION ISSUED JULY 20, 2011)
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