Frequently Asked Questions:1. Why did I get this notice package?
Notice packages were sent out to the following:
- a) people who had registered with Siskinds LLP or JSS Barristers to receive updates on the Action;
- b) people whose brokers identified them as having held shares of Donnybrook in November, 2011; and
- c) people who were identified by Donnybrook’s transfer agent as having held shares of Donnybrook.
If you did not hold shares of Donnybrook during November, 2011, you can disregard the Notice.
The lawsuit relates to a plan of arrangement between Donnybrook and Donnycreek that was completed and approved by the Court of Queen’s Bench of Alberta on November 4, 2011 whereby various assets of Donnybrook were transferred to Donnycreek (the “Arrangement”). The claim alleges, amongst other things, that the information circular provided to the Donnybrook shareholders in relation to the Arrangement contained numerous material misrepresentations concerning the true value of the assets being transferred to Donnycreek. Further, the claim alleges that the directors and officers of Donnybrook made these material misrepresentations as part of a broader scheme to divest Donnybrook of its core assets at well below fair market price. The claim also alleges that the net result of this Arrangement was that the Defendants were able to significantly enhance their ownership in the assets that were transferred to Donnycreek to the detriment of the Donnybrook shareholders.
The Class has been defined by the Court as follows:
All persons and entities, wherever they may reside or be domiciled, who held Donnybrook shares at the time of the Arrangement and received Donnycreek shares through the Arrangement, other than the Excluded Persons*.
* Excluded Persons means the Defendants, and the past and present subsidiaries, affiliates, officers, directors, senior employees, legal representatives, heirs, predecessors, successors and assigns of Donnybrook or Donnycreek, and any individual who is an immediate member of the family of an Individual Defendant, and any other persons who purchased Donnycreek shares in the Private Placement.
If you had shares in Donnybrook when the Arrangement with Donnycreek was completed it is likely that you are a member of the Class. If you are not sure whether you are a member of the Class, you should contact the Claims Administrator, whose contact information is available in the Contact Us tab.
Yes, you are excluded if you are any of the following: Defendants, and the past and present subsidiaries, affiliates, officers, directors, senior employees, legal representatives, heirs, predecessors, successors and assigns of Donnybrook or Donnycreek, and any individual who is an immediate member of the family of an Individual Defendant, and any other persons who purchased Donnycreek shares in the Private Placement.
You are also excluded if you submitted an opt out form by May 5, 2015.
The settlement provides for the payment of CDN$5.5 million (the “Settlement Amount”). In return, the Defendants will receive a release and a dismissal of the class action. Under the terms of the settlement, liability has never been admitted and is expressly denied by the Defendants.
Class Counsel Fees, Disbursement, Taxes and Administration Expenses, which have been approved by the Court, will be taken from the CDN$5.5 million prior to distribution to the Authorized Claimants.
Under the Plan of Allocation, each Class Member who filed a valid claim will receive a portion of the Net Settlement Amount equivalent to:
a) The ratio of the number of Donnybrook shares held by the Class Member at the time of the Arrangement (for which the Class Member received Donnycreek shares through the Arrangement), to the number of Donnybrook shares held by all Class Members (who have filed valid claims) at the time of the Arrangement (for which those Class Members received Donnybrook shares through the Arrangement);
- b) The Net Settlement Amount.
Entitlements less than $5.00 will not be paid.
You must mail a valid Claim Form to the Claims Administrator, postmarked no later than February 11, 2016 .
Read the instructions carefully, complete the form and include all the documents requested. Be sure to sign and mail the completed Claim Form to the Claims Administrator at the address found on page 1 of the Claim Form.
There is no way to say for sure when distribution will be made because it depends on a number of factors; however, generally, distribution is made within 12 months of the Claims Deadline, barring any unforeseen circumstances.
Class Members are not be personally liable to pay any legal fees or disbursements to Class Counsel or to the Defendants.
The Defendants are liable to pay money to the Class Members.
Legal costs are deducted from the amounts recovered for the Class Members. All legal costs were approved by the Court.
The law firms Siskinds LLP and Jensen Shawa Solomon Duguid Hawkes LLP are, collectively, Class Counsel. Questions for Class Counsel should be directed by mail, e-mail or telephone to:
100 Lombard Street, Suite 302
Toronto, Ontario M5C 1M3
Tel: (416) 594-4379
Jensen Shawa Solomon Duguid Hawkes LLP
#800, 304 – 8 Avenue SW
Calgary, Alberta T2P 1C3
Tel: (403) 571-1518