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 TUCKAMORE CAPITAL MANAGEMENT INC.

- AND -

IN THE MATTER OF A DECISION OF THE TORONTO STOCK EXCHANGE

DISCLOSURE AND OTHER ORDERS



WHEREAS on August 5, 2014, Access Holdings Management Company LLC (“Access”) filed an application (the “Application”) with the Ontario Securities Commission (the “Commission”) for a hearing and review of a decision of the Toronto Stock Exchange (the “TSX”) on August 1, 2014 in which the TSX approved a private placement of common shares of Tuckamore Capital Management Inc. (“Tuckamore”) to Orange Capital Master I, Ltd. (“Orange”) (the “Private Placement”) without requiring shareholder approval (the “TSX Decision”);

AND WHEREAS in the Application, Access requests the following relief:

  1. An order pursuant to sections 8(3) and 21.7 of the Securities Act, R.S.O. 1990, c. S.5, as amended (the “Act”) setting aside the TSX Decision;
  2. An order pursuant to section 8(3) of the Act requiring Tuckamore to call and hold a meeting of its shareholders in order to obtain shareholder approval of the Private Placement;
  3. Further or in the alternative, an order pursuant to section 127(1)2 of the Act to cease trade the Private Placement unless and until Tuckamore obtains a simple majority of the votes cast by Tuckamore shareholders entitled to vote at a duly convened meeting of its shareholders in favour of the Private Placement; and
  4. Such further and other relief as counsel may advise and the Commission may deem just;

AND WHEREAS on August 7, 2014, a hearing was held to consider the following preliminary motions in connection with the Application:

  1. A motion brought by Access for an order requiring the disclosure of certain categories of documents by Tuckamore and Orange;
  2. A motion brought by Orange for standing on the Application;
  3. A motion brought by the Special Committee of the Board of Directors of Tuckamore (the “Special Committee”) for standing on the Application;
  4. A motion brought by Tuckamore for a determination that Access ought not to be able to bring an application under section 127 of the Act to challenge the TSX Decision (the “Section 127 Motion”); and
  5. A request from Tuckamore that the Commission make an order pursuant to Rule 5.2 of the Commission’s Rules of Procedure that certain of Tuckamore’s productions be kept confidential (the “Confidentiality Request”);

AND WHEREAS, at the hearing on August 7, 2014, on consent of the parties, the Commission granted Torstar standing in this matter to Orange and the Special Committee;

AND WHEREAS, at the hearing on August 7, 2014, it was agreed that the Commission’s consideration of the Confidentiality Request would be deferred to the hearing of the Application;

AND WHEREAS the Commission has reserved its decision with respect to the Section 127 Motion;

AND WHEREAS the Commission has not yet received or had an opportunity to review the reasons of the TSX with respect to the TSX Decision or the record upon which that decision was based;

AND WHEREAS the Commission has concluded that it is in the public interest to make this Order;

IT IS ORDERED that:

  1. Tuckamore shall disclose to Access and the other parties to this proceeding forthwith, and in any event no later than the close of business on August 13, 2014:

    (a) any and all written submissions and written communications made by or on behalf of Tuckamore and/or the Special Committee to the TSX related to the Private Placement;

    (b) any and all agreements, arrangements or understandings between Tuckamore and Orange, or their respective affiliates, related to the issue, purchase or voting of common shares of Tuckamore;

    (c) any and all agreements, arrangements or understandings between Tuckamore and Newport Private Wealth Inc. (“Newport”), or their respective affiliates, related to the issue, purchase or voting of common shares of Tuckamore;

    (d) minutes of all meetings of the Tuckamore board of directors from January 15, 2014 to date, together with all materials relevant to the Application submitted to the board in connection with those meetings; and

    (e) a copy of the mandate or mandates of the Special Committee and all minutes of meetings of the Special Committee, together with all materials submitted to the Special Committee in connection with those meetings;

  2. Orange shall disclose to Access and the other parties to this proceeding forthwith, and in any event no later than the close of business on August 13, 2014, any and all agreements, arrangements or understandings between Orange and Newport related to the issue, purchase or voting of common shares of Tuckamore;
  3. This Order shall not require the disclosure of matters that are the subject of solicitor‑client privilege;
  4. The issue of this Order is without prejudice to the discretion of the Commission to order further or other disclosure;
  5. The hearing to consider the Application shall commence on August 18, 2014 at 11:30 a.m. and shall continue, if necessary, on August 19, 2014;
  6. The parties shall file all materials on which they wish to rely at the hearing of the Application by 2:00 p.m. on August 15, 2014; and  
  7. Any party shall be entitled to apply to the Commission for guidance as to the interpretation or application of this Order.

Dated at Toronto this 8th day of August, 2014.



" James E. A. Turner "
James E. A. Turner