Proceedings

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IN THE MATTER OF THE SECURITIES ACT,
R.S.O. 1990, c. S.5, AS AMENDED

- AND -

IN THE MATTER OF PORTUS ALTERNATIVE ASSET MANAGEMENT INC.,
PORTUS ASSET MANAGEMENT INC., BOAZ MANOR, MICHAEL MENDELSON,
MICHAEL LABANOWICH AND JOHN OGG

NOTICE OF HEARING
OF STAFF OF THE ONTARIO SECURITIES COMMISSION
(Sections 127 and 127.1)

TAKE NOTICE THAT the Ontario Securities Commission (the "Commission") will hold a hearing pursuant to sections 127 and 127.1 of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act") at the offices of the Commission, 20 Queen Street West, 17th Floor, Large Hearing Room, commencing on November 14, 2005 at 10 a.m., or as soon thereafter as the hearing can be held:

AND TAKE NOTICE the purpose of the hearing is to consider whether it is in the public interest for the Commission to make an order that:

(a) pursuant to section 127(1)2, trading in any securities by Portus Alternative Asset Management Inc. (“PAAM”), Boaz Manor (“Manor”), Michael Mendelson ("Mendelson"), Michael Labanowich (“Labanowich”) and John Ogg ("Ogg") cease permanently or for such other period as specified by the Commission;

(b) pursuant to section 127(1)3, any exemptions contained in Ontario securities law do not apply to PAAM, Manor, Mendelson, Labanowich and Ogg permanently or for such other period as specified by the Commission;

(c) pursuant to section 127(1)8, Manor, Mendelson, Labanowich and Ogg be prohibited from becoming or acting as a director or officer of any issuer;

(d) pursuant to section 127(1)7, Manor, Mendelson, Labanowich and Ogg resign one or more positions they hold as a director or officer of an issuer;

(e) pursuant to section 127(1)9, PAAM, Portus Asset Management Inc. ("PAM"), Manor, Mendelson, Labanowich, Ogg or any of them, pay an administrative penalty of not more than $1 million for each failure to comply with Ontario securities law to the Commission or KPMG Inc. as receiver or trustee over the assets, undertakings and property of PAAM, PAM and related entities (the "Receiver/Trustee"), for allocation to or for the benefit of third parties;

(f) pursuant to section 127(1)10, PAAM, PAM, Manor, Mendelson, Labanowich, Ogg or any of them, disgorge to the Commission any amount obtained as a result of non-compliance with securities law, for allocation, through the Receiver/Trustee, if appropriate, to or for the benefit of third parties;

(g) pursuant to section 127(1)6, Manor, Mendelson, Labanowich and Ogg be reprimanded;

(h) pursuant to section 127.1, Manor, Mendelson, Labanowich and Ogg be ordered to pay the costs of the investigation and the costs of or related to the hearing incurred by or on behalf of the Commission;

(i) if necessary, pursuant to section 127(7), the temporary orders made with respect to PAAM on February 2 and 10, 2005 and the temporary order made with respect to Manor on February 10, 2005, be extended to the conclusion of the hearing; and

(j) such other order as the Commission may consider appropriate.

BY REASON OF the allegations set out in the Statement of Allegations of Staff dated October 5, 2005, and such additional allegations as counsel may advise and the Commission may permit;

AND TAKE FURTHER NOTICE that any party to the proceeding may be represented by counsel if that party attends or submits evidence at the hearing;

AND TAKE FURTHER NOTICE that in the event that the Commission determines that any of PAAM, PAM, Manor, Mendelson, Labanowich or Ogg has not complied with Ontario securities law, Staff may request the Commission to consider whether, in the opinion of the Commission, an application should be made to the Superior Court of Justice for a declaration pursuant to section 128(1) of the Act that such persons have not complied with Ontario securities law, and that if such declaration be made, the Superior court of Justice make such orders pursuant to section 128(3) of the Act as it considers appropriate.

AND TAKE FURTHER NOTICE that upon failure of any party to attend at the time and place aforesaid, the hearing may proceed in the absence of that party and such party is not entitled to any further notice of the proceeding.

 

DATED at Toronto this 5 th day of October, 2005.

 

  "John Stevenson"
John Stevenson
Secretary to the Commission

 

TO : Mr. John L. Finnigan
ThorntonGroutFinnigan LLP
Canadian Pacific Tower
100 Wellington Street West
Suite 3200
Toronto ON M5K 1K7

Counsel for KPMG Inc.

 

AND TO : Mr. Boaz Manor
33 University Avenue
Suite 2506
Toronto ON M5J 2S7


AND TO : Mr. Yehuda Weinstein
Aviv Tower
7 Jabutinski Street
Ramat-Gan 52520
Tel-Aviv, Israel

Counsel for Boaz Manor

 

AND TO : Mr. Martin Teplitsky
Teplitsky, Colson
70 Bond Street
Suite 200
Toronto, ON M5B 1X3

Counsel for Michael Mendelson

 

AND TO: Mr. Jay Naster
Rosen and Company
350 Bay Street
Toronto ON M5H 2S6

Counsel for Michael Labanowich

 

AND TO : Mr. Malcolm Ruby
Gowling Lafleur Henderson LLP
1 First Canadian Place
100 King Street West
Suite 1300
Toronto ON M5X 1G5

Counsel for John Ogg