Nano Dimension Ltd. (
Nasdaq:
NNDM, “Nano Dimension” or the “Company”), a leading
supplier of
Additively
Manufactured
Electronics (“AME”)
and multi-dimensional polymer, metal & ceramic
Additive
Manufacturing (“AM”) 3D
printers, today released a statement reiterating serious
allegations made by staff of OSC in its case against Mr.
Marc Bistricer (owner of Murchison Ltd.), his
private holding company, Saline Investments Ltd. (part owner of
Murchinson Ltd., “Saline”), and other market participants (together
with Bistricer and Saline, the “respondents”) to hold them
“accountable for an
illegal and
abusive short selling
scheme that violated
Ontario securities law and was contrary to the public
interest”1 in connection with a private placement by a
public company – Canopy Growth Corporation (“Canopy”).2 Staff
of the OSC, which is Canada’s largest securities regulatory
authority and similar to the U.S. Securities and Exchange
Commission, published the statement of allegations on November 9th,
2022, with the next
court hearing planned for March 10,
2023. Key excerpts from the OSC staff’s statement of
allegations are included below:
ORDERS SOUGHT by Staff of the
OSC 3
OSC staff has requested that the Ontario Capital Markets
Tribunal make, among others, the following orders:
(a) “that any
registration or
recognition granted to the respondents under
Ontario securities law be terminated or suspended
or restricted for such period as is specified by the Tribunal…”
(b) “that the respondents
cease trading in any securities or derivatives
permanently or for such period as is specified by the
Tribunal …”
(c) “that the respondents
be prohibited from
acquiring any
securities permanently or for
such period as is specified by the Tribunal.”
(d) “that …
Bistricer resign any position he may hold as a director or
officer of an
issuer”
(e) “that…
Bistricer be prohibited from becoming or acting as a
director or officer
of an issuer
permanently or for such period as is specified by
the Tribunal.”
(f) “that…
Bistricer resign any position he
may hold as a director or
officer of a registrant,”
(g) “… Bistricer
be prohibited from becoming or acting as a director or
officer of a registrant permanently or
for such period as is specified by the Tribunal.”
(h) “that…
Bistricer resign
any position he
may hold as
a director or officer of
an investment fund manager…”
(i) “that..
Bistricer be prohibited from becoming or acting as a
director or officer
of an investment
fund manager
permanently or for such period as is specified by
the Tribunal.”
(j) “that the respondents
be prohibited
from becoming or acting as a
registrant, as an investment fund
manager or as a
promoter permanently…”
(k) “that the respondents
pay an administrative penalty… for each failure to
comply with Ontario securities law…”
(l) “that the respondents
disgorge to the Ontario Securities Commission any amounts obtained
as a result of the non-compliance with Ontario securities
law….”
Key quotes from the statement of allegations (a
complete copy of which follows at the end of this press release)
include:
- That Bistricer’s
private holding company... “put
up no money
of its own. It
simply sold Canopy shares it did not own and used the proceeds to
pay for the private placement shares, the securities loan
....”
- For Bistricer’s
private holding company, “profit was over $1.27
million” in just a few days.
- “…this type of
abusive short selling may cause unwarranted price declines
around the times of offerings that reduce issuers’ offering
proceeds, inhibit capital formation and diminish
confidence in the capital markets.”
- “Instead of
fulfilling their responsibilities, as registrants, to uphold the
integrity of the capital markets… Bistricer
benefitted… at the expense of those
markets.”
OSC staff made the following allegations of
fact:
- “…Bistricer
created and
carried out an
illegal and abusive short selling
scheme.”
- Bistricer and
the other respondents “…devised the series of transactions to
profit from an anticipated spike in demand for Canopy shares…”
- “To engage in
the transactions, Bistricer used Saline, a private
holding company of which he was the sole director and
officer.”
- “Saline
put up no
money of its
own.”
-
“Saline’s … profits were virtually
risk-free.”
“Illegal distribution”
OSC staff alleged that “The series of
transactions resulted in an illegal distribution of Canopy shares
to the public, through the short sales.”
- “The series of
transactions ultimately resulted in the public, including
retail investors, purchasing the Canopy shares
that were sold short by Saline. The cash the public paid for those
shares flowed through Saline to Canopy, as Canopy’s offering
proceeds. This was a public offering of Canopy shares. This type of
illegal distribution is sometimes called a
“backdoor underwriting”.”
- “Saline was an
underwriter. As principal, it agreed to purchase shares in the
private placement and securities loan with a view to distributing
them through the short sales. Bistricer furthered those
trades. Among other things, he structured the series of
transactions, signed the private placement subscription agreement
and securities lending agreement, and placed the short sale
orders.”
Threatening capital
market efficiency
and confidence
OSC staff further alleged that:
- “Saline’s
short sales…were motivated…by the opportunity for
virtually risk-free profits.”
- “The risk-free
nature of those profits is a strong incentive to make these kinds
of short sales, which may prevent a stock price from rising
as much as it would have without the short sales or cause that
price to decline. In the absence of disclosure, other
investors may believe that the market activity is being
driven by an evaluation of the issuer’s merits and sell as
well. This may result in further, unwarranted
price declines...”
- “Such short sales diminish the
fairness, efficiency and competitiveness of, and confidence in, the
capital markets.”
Failing to
meet high
standards of
fitness and
business conduct
Finally, OSC staff alleged that:
- the other respondents “and
Bistricer did
not conduct themselves
honestly or responsibly in
accordance with the high standards applicable to registrants.”
- “… Bistricer
was registered in Ontario as the
ultimate designated
person of Murchinson Ltd., an
Ontario portfolio manager” and as registrants, the other
respondents “and Bistricer were charged with upholding the
integrity of the capital markets….”
- “Ultimate designated persons like
Bistricer are responsible for promoting a culture
of compliance with securities legislation. Instead of fulfilling
these responsibilities, the three deployed their knowledge and
skills to benefit themselves at the
expense of the investing public and the capital
markets.”
|
Ontario SecuritiesCommission |
Commission des valeurs mobilières de l'Ontario |
22nd Floor20 Queen Street West Toronto ON M5H 3S8 |
22e étage20, rue Queen ouest Toronto ON M5H 3S8 |
IN THE
MATTER OF
CORMARK
SECURITIES INC.,
WILLIAM JEFFREY KENNEDY,
MARC JUDAH BISTRICER AND SALINE INVESTMENTS LTD.
STATEMENT OF
ALLEGATIONS
(Subsection 127(1) and Section 127.1 of the
Securities Act, RSO 1990, c S.5)
DATED this 9th day of November
2022.
-
OVERVIEW
1. This case is
being brought to hold three sophisticated market participants
accountable for an illegal and abusive short selling scheme that
violated Ontario securities law and was contrary to the public
interest.
2. The market
participants were: (a) Cormark Securities Inc.
(Cormark), a registered investment dealer; (b)
William Jeffrey Kennedy (commonly known as Jeff Kennedy), Cormark’s
Head of Equity Capital Markets; and (c) their client Marc
Bistricer, a registrant who used a private holding company, Saline
Investments Ltd. (Saline), to engage in the
transactions.
3. In the
transactions, Saline, in anticipation of a private placement by
Canopy Growth Corporation (Canopy):
(a) sold
short shares of Canopy in the open market;
(b) bought
an equal number of Canopy shares in the private placement;
(c) swapped the private placement shares for
free-trading Canopy shares under a securities lending agreement;
and
(d) used
the free-trading shares to settle the short
sales. 4. Saline put
up no money of its own. It simply sold Canopy shares it did not own
and used the proceeds to pay for the private placement shares, the
securities loan and Cormark’s services. Saline’s profit was over
$1.27 million.
5. The series of
transactions resulted in an illegal distribution of Canopy shares
in the secondary market. In addition, Cormark and Kennedy concealed
the illegal short selling from their client, Canopy. They failed to
deal fairly, honestly and in good faith with Canopy.
6. Besides
violating Ontario securities law, the respondents acted contrary to
the public interest. For example, if investment dealers like
Cormark and Kennedy do not conduct themselves honestly and
responsibly, issuers will not be able to trust and rely on them,
and they will not be able to perform their crucial role of
advancing securities offerings. In addition, this type of abusive
short selling may cause unwarranted price declines around the times
of offerings that reduce issuers’ offering proceeds, inhibit
capital formation and diminish confidence in the capital markets.
Instead of fulfilling their responsibilities, as registrants, to
uphold the integrity of the capital markets, Cormark, Kennedy and
Bistricer benefitted themselves at the expense of those
markets.
B. FACTS
The following allegations of fact are made:
Short selling
scheme
7. Cormark, Kennedy and their
client Bistricer created and carried out an illegal and abusive
short selling scheme.
8. They were sophisticated
market participants. Cormark was a registered investment dealer.
Kennedy was a director and officer of Cormark and its Managing
Director of Equity Capital Markets and Operations. Bistricer was
the Chief Executive Officer of a portfolio manager.
9. The three devised the
series of transactions to profit from an anticipated spike in
demand for Canopy shares resulting from Canopy joining the
S&P/TSX Composite Index. Demand was expected to increase as
index funds would want to buy Canopy shares to track the index.
10. After considering various
ways to capitalize on the expected heightened demand, the three
decided on a series of transactions involving a private placement,
a securities loan and short sales. To engage in the transactions,
Bistricer used Saline, a private holding company of which he was
the sole director and officer. Saline effected the transactions on
March 17, 2017, and settled them on March 22, 2017.
11. On March 17,
the day Canopy joined the index, Saline entered a private placement
subscription agreement with Canopy and a securities lending
agreement with Goldman Holdings Ltd. (GHL), a
private company that Murray Goldman, a Canopy director, used to
hold his shares. In anticipation of these transactions, Saline sold
short 2.5 million Canopy shares in the open market for
approximately $26.76
million. 12. Three
trading days later, on March 22, Saline was required to deliver
free-trading shares to settle the short sales. To enable it to do
so, the respondents arranged for the private placement and
securities loan to close that day.
(a) In
the private placement, Saline bought 2.5 million Canopy shares for
$24.25 million. Canopy sold these shares to Saline under the
accredited investor exemption from the prospectus requirement. As a
result, the hold periods of Ontario securities law applied to
them.
(b) In
the securities loan, Saline swapped these restricted, private
placement shares for free-trading Canopy shares. Saline provided
the private placement shares to GHL as “collateral” (which GHL kept
at the end of the loan). In exchange, Saline received 2.5 million
free-trading Canopy shares from GHL and paid an $875,000 securities
lending fee to GHL.
Finally, Saline used the borrowed, free-trading shares to settle
the short sales.
13. Saline put up
no money of its own. It used the short sale proceeds to pay for the
private placement, the securities loan, and Cormark’s services,
which cost $362,500. Saline’s profit was over $1.27 million.
14. Saline’s and
Cormark’s profits were virtually risk-free. Saline entered into
each transaction in contemplation of the others. It sold short when
it fully expected to be able to settle the short sales with
lower-cost shares acquired through the series of transactions. It
was highly likely that the short sale orders would be filled
because of the anticipated index fund demand. Last, Saline sold
short most of the shares at the closing price. Saline could be
confident in a 9% gain, because the private placement price had
been previously set at a 9% discount to the closing price.
Illegal distribution
15. The series of
transactions resulted in an illegal distribution of Canopy shares
to the public, through the short sales. The short sales were part
of a series of transactions involving a purchase and sale or a
repurchase and resale in the course of or incidental to a
distribution. That distribution was the private placement: a trade
in securities that had not been previously issued
16. The series of
transactions ultimately resulted in the public, including retail
investors, purchasing the Canopy shares that were sold short by
Saline. The cash the public paid for those shares flowed through
Saline to Canopy, as Canopy’s offering proceeds. This was a public
offering of Canopy shares. This type of illegal distribution is
sometimes called a “backdoor underwriting”.
17. Saline was an
underwriter. As principal, it agreed to purchase shares in the
private placement and securities loan with a view to distributing
them through the short sales. Bistricer furthered those trades.
Among other things, he structured the series of transactions,
signed the private placement subscription agreement and securities
lending agreement, and placed the short sale orders.
18. Cormark and
Kennedy also furthered the distribution. Their acts in furtherance
included formulating the series of transactions, approaching Canopy
about the private placement and securities loan and coordinating
those transactions. In addition, Cormark received the short sale
orders and facilitated, on behalf of Saline, the execution of the
orders through exchanges such as the Toronto Stock Exchange.
19. The
distribution was illegal. No preliminary prospectus or prospectus
was filed and exemptions from the prospectus requirement did not
apply.
Failure to
deal fairly,
honestly and in
good faith
20. In arranging
the private placement and securities loan, Cormark and Kennedy
failed to deal fairly, honestly and in good faith with their
client, Canopy. As a result, Canopy could not make an informed
decision about whether or not to become involved in the
transactions.
21. Cormark and
Kennedy presented the private placement and securities loan to
Canopy as ordinary-course transactions in connection with Canopy’s
addition to the index, which addition would result in new, index
fund demand for Canopy’s shares and an opportunity for Canopy to
raise capital. According to Cormark and Kennedy: the index funds
were the ultimate buyers of the private placement; Saline was
facilitating their purchases by acting as an intermediate buyer in
the private placement; and Saline needed the securities loan so it
could deliver to the index funds free-trading shares.
22. Their
description was false. Saline needed the securities loan so it
could settle the short sales. Cormark and Saline made those short
sales in the open market where anyone—not just index funds—could
buy the shares. In fact, the purchasers included retail investors
who required a prospectus.
23. Cormark and
Kennedy also hid from Canopy the benefits of the transactions to
Saline. They concealed the short selling that facilitated Saline’s
virtually risk-free profits. They also understated the size of
those profits. In discussing the securities loan with Canopy, they
misrepresented the relationship between the 9% discount and the
lending fee. They said that 6.5% annualized could be paid to
Goldman, leaving “enough room” for a “small” discount for Saline
and 1% to 1.5% commissions for Cormark. In fact, most of the
profits were for Saline.
24. Cormark and Kennedy also
made misleading statements about Canopy’s cost of capital—and, by
implication, its net proceeds. They advised Canopy that the costs
of this deal compared favourably with those of Canopy’s last deal.
Their comparison omitted key information.
25. It was key that, in this
deal, unlike the last, the underwriter (Saline) sold short the
entire amount of the offering on the day of pricing. Those short
sales may have curbed increases in, or reduced, the closing price,
affecting the offering price and lowering Canopy’s net proceeds.
Because Cormark and Kennedy concealed the short selling, Canopy
could not assess, or even identify, this risk to itself and its
shareholders.
26. Cormark and Kennedy’s
dealings with Canopy were contrary to the public interest. They
misrepresented the substance of the private placement and
securities loan. These were not ordinary, low-cost transactions to
satisfy new, index fund demand for Canopy’s shares. Instead, these
were crucial steps in an illegal and abusive short selling scheme
that was devised to secure virtually risk-free profits for Saline
and Cormark.
27. Investment dealers and
their representatives are crucial for capital formation. If they
are to effectively advance securities offerings, issuers must be
able to trust them and rely on them. Dishonesty like Cormark and
Kennedy’s erodes the required trust. It risks the fairness,
efficiency and competitiveness of Ontario’s capital markets and
confidence in them, contrary to a fundamental purpose of the
Securities Act (the Act).
Further conduct
contrary to the
public interest
28. The respondents’ conduct
was abusive and contrary to the animating principles of Ontario
securities law. It:
(a) undercut
the timely, accurate and efficient disclosure of information;
(b) undermined
the investor protection provided by hold periods;
(c) threatened
the efficiency of, and confidence in, Ontario’s capital markets;
and
(d) failed
to meet the high standards of fitness and business conduct
applicable to registrants.Avoiding
disclosure
29. The respondents sought to
minimize the timely, accurate and efficient disclosure of
information.
30. First, they sized the
private placement to be less than 2% of Canopy’s outstanding shares
so that, in their view, it was not material. As a result, neither
the insider trading prohibition nor, as Cormark and Kennedy
emphasized to Canopy, the material change reporting requirement,
applied.
31. Nonetheless, Canopy
decided to issue a news release on closing. Cormark and Kennedy
prepared the first draft. It did not disclose the substance of the
transactions, refer to the short selling or even name the broker,
Cormark.
32. The non-disclosure
reduced the risk of regulatory action. Because the entirety of the
series of transactions was hidden, scrutiny by market participants
and timely regulatory oversight was impossible.
33. The non-disclosure also
reduced the risk of civil litigation. For example, the retail
investors who purchased the short sold shares from Saline were
entitled to a prospectus. Because they did not receive one, at
common law, they had a right to recover the purchase price as
unjust enrichment to Saline. But the retail investors never knew
they had this right because the fact of the distribution was
concealed. They were deprived of their
rights.Undermining investor
protection
34. The series of
transactions undercut the investor protection provided by the hold
periods of Ontario securities law. It subverted those hold periods
with the securities lending agreement.
35. Under the agreement,
Saline and GHL swapped the restricted, private placement shares for
free-trading ones. The agreement’s term corresponded precisely to
the hold periods. When the term was up, the agreement required: (a)
Saline to deliver shares to GHL to pay off the loan; and (b) GHL to
deliver shares to Saline since “collateral” was no longer required.
Cormark and Kennedy suggested that the agreement require this
exchange of shares for “better optics”. In reality, this was not
done. GHL just kept the shares it had held as “collateral” once the
hold periods had expired. Further steps were unnecessary. The
agreement had fulfilled its purpose. The securities loan was really
a share swap to subvert the hold periods.
36. Hold periods
are crucial for investor protection. They ensure that privately
placed securities come to rest with purchasers who intend to invest
in the issuer and prevent exactly the kind of “backdoor
underwriting” exemplified by the series of transactions. Hold
periods also ensure that, before the shares are resold to the
public, a fresh set of financial statements and management’s
discussion and analysis will be available to inform purchasers’
investment decisions. Instead, for more than three months, until
the end of June 2017, the public traded in the shares in light of
financial statements and management’s discussion and analysis for
the period ended December 31, 2016.Threatening
capital market
efficiency and
confidence
37. The series of
transactions threatened the efficiency of Ontario’s capital markets
and confidence in them as an efficient pricing mechanism.
38. Saline’s short sales were
unlikely to contribute to an efficient trading price. They were
motivated not by Saline’s assessment of Canopy’s value, but by the
opportunity for virtually risk-free profits. The risk-free nature
of those profits is a strong incentive to make these kinds of short
sales, which may prevent a stock price from rising as much as it
would have without the short sales or cause that price to decline.
In the absence of disclosure, other investors may believe that the
market activity is being driven by an evaluation of the issuer’s
merits and sell as well. This may result in further, unwarranted
price declines around the times of offerings. Such price declines
may reduce the proceeds shareholders receive in the secondary
market. They may also reduce issuers’ offering proceeds, inhibiting
capital formation. Such short sales diminish the fairness,
efficiency and competitiveness of, and confidence in, the capital
markets.Failing to
meet high
standards of
fitness and
business conduct
39. Cormark, Kennedy and
Bistricer did not conduct themselves honestly or responsibly in
accordance with the high standards applicable to registrants.
40. Each of Cormark, Kennedy
and Bistricer was registered:
(a) Cormark
was registered in Ontario as an investment dealer;
(b) Kennedy
was registered in Ontario as a dealing representative of Cormark;
and
(c) Bistricer
was registered in Ontario as the ultimate designated person of
Murchinson Ltd., an Ontario portfolio manager.
41. As registrants, Cormark,
Kennedy and Bistricer were charged with upholding the integrity of
the capital markets. Investment dealers like Cormark and
representatives like Kennedy are critical gatekeepers in
distributing securities to the public. Ultimate designated persons
like Bistricer are responsible for promoting a culture of
compliance with securities legislation. Instead of fulfilling these
responsibilities, the three deployed their knowledge and skills to
benefit themselves at the expense of the investing public and the
capital markets.
C. BREACHES
OF ONTARIO
SECURITIES LAW
AND CONDUCT CONTRARY TO THE PUBLIC
INTEREST
42. The following breaches of
Ontario securities law and conduct contrary to the public interest
are alleged:
(a) the respondents distributed
securities without filing a preliminary prospectus or a prospectus
and without exemptions from the prospectus requirement, contrary to
subsection 53(1) of the Act;
(b) Cormark and Kennedy failed to deal
fairly, honestly and in good faith with their client, Canopy,
contrary to section 2.1 of OSC Rule 31-505 Conditions of
Registration;
(c) Kennedy authorized, permitted or
acquiesced in Cormark’s non-compliance with Ontario securities law,
and is deemed to have failed to comply with Ontario securities law
under section 129.2 of the Act;
(d) Bistricer authorized,
permitted or acquiesced in Saline’s non-compliance with Ontario
securities law, and is deemed to have failed to comply with Ontario
securities law under section 129.2 of the Act;
(e) as described in paragraphs 20 to 41,
Cormark and Kennedy engaged in conduct warranting a public interest
order under subsection 127(1) of the Act; and
(f) as described in paragraphs 28 to 30
and paragraphs 32 to 41, Bistricer and Saline engaged in conduct
warranting a public interest order under subsection 127(1) of the
Act.
43. These allegations may be
amended, and further allegations may be made, as the Capital
Markets Tribunal (the Tribunal) may permit.
D. ORDERS
SOUGHT
44. It is requested that the
Tribunal make the following orders:
(a) that
any registration or recognition granted to the respondents under
Ontario securities law be terminated or suspended or restricted for
such period as is specified by the Tribunal, or that terms and
conditions be imposed on the registration or recognition, pursuant
to paragraph 1 of subsection 127(1) of the Act;
(b) that
the respondents cease trading in any securities or derivatives
permanently or for such period as is specified by the Tribunal,
pursuant to paragraph 2 of subsection 127(1) of the Act;
(c) that
the respondents be prohibited from acquiring any securities
permanently or for such period as is specified by the Tribunal,
pursuant to paragraph 2.1 of subsection 127(1) of the Act;
(d) that
any exemptions contained in Ontario securities law not apply to the
respondents permanently or for such period as is specified by the
Tribunal, pursuant to paragraph 3 of subsection 127(1) of the
Act;
(e) that
Cormark submit to a review of its practices and procedures and
institute such changes as may be ordered by the Tribunal, pursuant
to paragraph 4 of subsection 127(1) of the Act;
(f) that
the respondents be reprimanded, pursuant to paragraph 6 of
subsection 127(1) of the Act;
(g) that Kennedy
and Bistricer resign any position he may hold as a director or
officer of an issuer, pursuant to paragraph 7 of subsection 127(1)
of the Act;
(h) that
Kennedy and Bistricer be prohibited from becoming or acting as a
director or officer of an issuer permanently or for such period as
is specified by the Tribunal, pursuant to paragraph 8 of subsection
127(1) of the Act;
(i) that
Kennedy and Bistricer resign any position he may hold as a director
or officer of a registrant, pursuant to paragraph 8.1 of subsection
127(1) of the Act;
(j) that
Kennedy and Bistricer be prohibited from becoming or acting as a
director or officer of a registrant permanently or for such period
as is specified by the Tribunal, pursuant to paragraph 8.2 of
subsection 127(1) of the Act;
(k) that
Kennedy and Bistricer resign any position he may hold as a director
or officer of an investment fund manager, pursuant to paragraph 8.3
of subsection 127(1) of the Act;
(l) that
Kennedy and Bistricer be prohibited from becoming or acting as a
director or officer of an investment fund manager permanently or
for such period as is specified by the Tribunal, pursuant to
paragraph 8.4 of subsection 127(1) of the Act;
(m) that
the respondents be prohibited from becoming or acting as a
registrant, as an investment fund manager or as a promoter
permanently or for such period as is specified by the Tribunal,
pursuant to paragraph 8.5 of subsection 127(1) of the Act;
(n) that
the respondents pay an administrative penalty of not more than $1
million for each failure to comply with Ontario securities law,
pursuant to paragraph 9 of subsection 127(1) of the Act;
(o) that
the respondents disgorge to the Ontario Securities Commission any
amounts obtained as a result of the non-compliance with Ontario
securities law, pursuant to paragraph 10 of subsection 127(1) of
the Act;
(p) that
the respondents pay the costs of the investigation and the hearing,
pursuant to section 127.1 of the Act; and
(q) such other order as
the Tribunal considers appropriate in the public interest.
DATED this 9th day of November 2022.
ONTARIO
SECURITIES COMMISSION20 Queen
Street West, 22nd Floor Toronto, ON M5H 3S8
Anna HuculakSenior Litigation
Counsel Tel: (416) 593-8291Email: ahuculak@osc.gov.on.ca
Nicole Fung Litigation Counsel Tel:
(416) 595-8929Email: nfung@osc.gov.on.ca
==================================================================================
|
Capital MarketsTribunal |
Tribunal des marchésfinanciers |
22nd Floor20 Queen Street West Toronto ON M5H 3S8 |
22e étage20, rue Queen ouest Toronto ON M5H 3S8 |
IN THE
MATTER OFCORMARK
SECURITIES INC.,
WILLIAM JEFFREY KENNEDY,
MARC JUDAH BISTRICER,
and SALINE
INVESTMENTS LTD.
File No. 2022-24
Adjudicator: |
Timothy Moseley |
November 23, 2022
ORDER
WHEREAS on November 23, 2022, the Capital Markets Tribunal held
a hearing by videoconference;
ON HEARING the submissions of the representatives for Staff of
the Ontario Securities Commission (Staff) and for
the respondents;
IT IS ORDERED THAT:
- by December 23, 2022 at 4:30 p.m.,
Staff shall disclose to the respondents the non-privileged,
relevant documents and things in Staff’s possession or
control;
- by February 24, 2023 at 4:30 p.m., the
respondents shall serve and file a motion, if any, regarding
Staff’s disclosure or seeking disclosure of additional
documents;
- by March 3, 2023 at 4:30 p.m., Staff
shall: a. serve and file a witness list,b. serve a summary of each
witness’s anticipated evidence, andc. indicate any intention to
call an expert witness, including providing the expert’s name and
the issues on which the expert will give evidence; and
- a further attendance in this matter is
scheduled for March 10, 2023, at 8:30 a.m., by videoconference, or
on such other date and time as may be agreed to by the parties and
set by the Governance & Tribunal Secretariat.
“Timothy Moseley”_________________
Timothy Moseley
About Nano Dimension
Nano Dimension’s (Nasdaq: NNDM) vision is to transform existing
electronics and mechanical manufacturing into Industry 4.0
environmentally friendly & economically efficient precision
additive electronics and manufacturing – by delivering solutions
that convert digital designs to electronic or mechanical devices -
on demand, anytime, anywhere.
Nano Dimension’s strategy is driven by the application of deep
learning-based AI to drive improvements in manufacturing
capabilities by using self-learning & self-improving systems,
along with the management of a distributed manufacturing network
via the cloud.
Nano Dimension serves over 2,000 customers across vertical
target markets such as aerospace & defense, advanced
automotive, high-tech industrial, specialty medical technology,
R&D and academia. The company designs and
makes Additive Electronics and Additive Manufacturing 3D
printing machines and consumable materials. Additive Electronics
are manufacturing machines that enable the design and development
of High-Performance-Electronic-Devices (Hi-PED®s). Additive
Manufacturing includes manufacturing solutions for production of
metal, ceramic, and specialty polymers based applications - from
millimeters to several centimeters in size with micron
precision.
Through the integration of its portfolio of products, Nano
Dimension is offering the advantages of rapid prototyping,
high-mix-low-volume production, IP security, minimal environmental
footprint, and design-for-manufacturing capabilities, which is all
unleashed with the limitless possibilities of additive
manufacturing.
For more information, please visit www.nano-di.com.
Forward Looking Statements
This press release contains forward-looking statements within
the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995 and other Federal
securities laws. Words such as “expects,” “anticipates,” “intends,”
“plans,” “believes,” “seeks,” “estimates,” and similar expressions
or variations of such words are intended to identify
forward-looking statements. For example, Nano Dimension is using
forward-looking statements in this press release when it discusses
the date of the court hearing for the Respondents. Because such
statements deal with future events and are based on Nano
Dimension’s current expectations, they are subject to various risks
and uncertainties. Actual results, performance, or achievements of
Nano Dimension could differ materially from those described in or
implied by the statements in this press release. The
forward-looking statements contained or implied in this press
release are subject to other risks and uncertainties, including
those discussed under the heading “Risk Factors” in Nano
Dimension’s annual report on Form 20-F filed with the Securities
and Exchange Commission (“SEC”) on March 31, 2022, and in any
subsequent filings with the SEC. Except as otherwise required by
law, Nano Dimension undertakes no obligation to publicly release
any revisions to these forward-looking statements to reflect events
or circumstances after the date hereof or to reflect the occurrence
of unanticipated events. References and links to websites have been
provided as a convenience, and the information contained on such
websites is not incorporated by reference into this press release.
Nano Dimension is not responsible for the contents of third-party
websites.
NANO DIMENSION INVESTOR RELATIONS CONTACT
Investor Relations | ir@nano-di.com
1 SEE APPENDIX: IN THE MATTER OF CORMARK
SECURITIES INC., WILLIAM JEFFREY KENNEDY, MARC JUDAH BISTRICER AND
SALINE INVESTMENTS LTD. / STATEMENT OF ALLEGATIONS. Emphases
added.2 The allegations made in the proceedings have not been
proven yet and are contested by Bistricer and Saline.3 All below:
SEE APPENDIX: “IN THE MATTER OF CORMARK SECURITIES
INC., WILLIAM JEFFREY KENNEDY, MARC JUDAH BISTRICER AND SALINE
INVESTMENTS LTD. / STATEMENT OF ALLEGATIONS”. Emphases added
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