Securities Law & Instruments

[Update: The terms and conditions imposed by the Director in this decision were removed as at September 27, 2005.]

IN THE MATTER OF

THE REGISTRATION OF

HANSBERGER GLOBAL INVESTORS INC.

OPPORTUNITY TO BE HEARD BY THE DIRECTOR

SECTION 26(3) OF THE SECURITIES ACT

 

Held on:
June 28, 2005
 
Director:
David M. Gilkes
Manager, Registrant Regulation
Capital Markets Branch
 
Appearances:
Christopher M. Jepson, and
Christina Forster Panzienza
For the Staff of the Commission
 
Rob Nicholls
Samantha Horn, and
J. Chris Jackson
For Hansberger Global Investors Inc.

 

 

 

 

 

 

 

 

Background

1. In 1997, Hansberger Global Investors Inc. (HGI) was granted registration in the category of Non-Canadian Investment Counsel and Portfolio Manager (ICPM). HGI is the investment adviser to Hansberger Institutional Series Funds.

2. HGI was due to file its financial statements with the Ontario Securities Commission (OSC) on March 31, 2005. Staff of the OSC granted two separate extensions for HGI to submit its financial statements. When the second extension was granted, staff imposed monthly financial monitoring terms and conditions on HGI's registration. The second extension to May 31, 2005 was also missed.

3. On June 3, 2005 OSC staff wrote HGI indicating that additional terms and conditions would be imposed if HGI's financial statements were not filed by June 30, 2005. These terms and conditions would require HGI to file a compliance report with the OSC on July 15, 2003 and to file its financial statements by August 1, 2005. HGI's registration would be suspended if its financial statements had not been filed by that date.

4. On June 14, 2005 HGI requested an Opportunity to be Heard (OTBH) by the Director pursuant to subsection 26(3) of the Securities Act that states:

(3) Refusal -- The Director shall not refuse to grant, renew, reinstate or amend registration or impose terms and conditions thereon without giving the applicant an opportunity to be heard.

5. The OTBH was conducted through an oral hearing on June 28, 2005.

Submissions

6. Counsel for OSC staff outlined the three criteria that are considered in determining whether an applicant is suitable for registration: proficiency, integrity and financial solvency. The failure to file audited financial statements is an important factor in determining the continuing suitability of a registrant.

7. Counsel explained that the experience of OSC staff had been that repeated extensions and delays can be indicative of a serious underlying financial problem with the registrant. While unaudited statements were filed it is not possible based solely on those statements to determine whether the company is in the financial health it appears.

8. Counsel for HGI, explained that a serious accounting error that had been discovered in February 2005 and outlined the actions that HGI had taken following the discovery. I will not record all the steps taken by HGI but it appears to have acted responsibly and in the best interests of investors in rectifying the error and ensuring no other accounting errors were made in this fiscal year or previous years.

9. HGI is confident it will financial statements by July 31, 2005 but is concerned that should it miss that date due to unforeseen circumstances, that its registration will be suspended.

Decision

10. OSC staff is concerned that the repeated delays in filing its financial statements may be an attempt to hide an underlying serious financial problem by HGI. On the other hand, HGI is concerned that events beyond its control could result in its registration being suspended. I believe both of these issues can be resolved through HGI providing information regarding the accounting error. Subject to that information being provided to the satisfaction of OSC Staff, HGI's registration will be continued. Therefore, the terms and conditions attached as Schedule A shall be imposed on the registration of HGI.

11. The terms and conditions in Schedule A were developed by OSC staff in consultation with HGI counsel to ensure that they balanced the requirements under the Act with HGI's ability to operate its business.

12. HGI must continue to meet all other requirements under the Act that apply to it as a registrant.

August 10, 2005

"David M. Gilkes"

 

 

SCHEDULE A

SPECIFIC TERMS AND CONDITIONS ON REGISTRATION OF

HANSBERGER GLOBAL INVESTORS, INC.

The following specific terms and conditions are being imposed on the Registrant pursuant to subsection 26(2) of the Securities Act (Ontario) (the Act). These specific terms and conditions replace existing specific terms and conditions that are already applicable to the Registrant.

The Registrant also remains subject to all applicable general terms, conditions and other requirements contained in the Act and the regulations made under the Act, including annual renewal requirements.

 

1. Hansberger Global Investors, Inc. (HGI) shall promptly provide Staff of the Ontario Securities Commission (the OSC) with copies of any HGI financial reports that Staff may request.

2. HGI shall submit monthly unaudited financial statements (Monthly Financial Statements) for each month, up to and including until December 31, 2005. The Monthly Financial Statements shall be filed within 10 days of the end of each month and submitted to the Compliance section of the OSC, addressed to the attention of the Assistant Manager.

3. HGI's registration shall be renewed on a month-to-month basis until December 31, 2005, provided it continues to meet the terms and conditions of its registration. Should HGI fail to meet those terms and conditions, including the requirement to submit Monthly Financial Statements, the Director may notify HGI no less than five days before the end of any month that their registration will be suspended effective the first day of the following month.

4. HGI shall be granted an opportunity to be heard by the Director before the Director makes any order suspending HGI's registration.