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Nortel Announces Permanent Cease Trade Order

TORONTO, ONTARIO — (Marketwire) — 12/24/12 — Nortel(1) Networks Corporation (NNC) (OTCBB: NRTLQ) and Nortel Networks Limited (NNL) announced today that, further to their announcement of December 11, 2012, a permanent cease trade order (the “CTO”) has been issued on December 24, 2012 by the Ontario Securities Commission. Other than being issued a permanent basis, the CTO is substantially similar to the temporary cease trade order issued by the OSC on December 11, 2012.

The CTO prohibits all trading in securities of both NNC and NNL, effective immediately, other than for: (i) trades made for nominal consideration for the purpose of permitting a security holder to crystallize a tax loss (a “tax loss trade”); or (ii) trades in notes of either NNC or NNL to an entity that qualifies as an “accredited investor” as that term is defined under applicable Canadian securities laws (an “accredited investor trade”). The aforementioned exceptions are subject to the further qualifications that: (1) in the case of a tax loss trade, a copy of the CTO is provided to the purchaser and the seller receives a written acknowledgement from the purchaser that the securities acquired remain subject to the CTO; and (2) in the case of an accredited investor trade in notes of NNC or NNL, the purchaser will be deemed (by reason of the issuance of this news release and the posting of the CTO on the Restructuring Document Centre of Ernst & Young Inc., as monitor, at ) to have received notification of the terms of the CTO and deemed to have acknowledged to the seller that the notes acquired remain subject to the CTO.

The full text of the CTO accompanies this news release marked as Annex A.

NNC and NNL expect that other Canadian provincial or territorial securities regulators will issue permanent cease trade orders similar to the CTO.

About Nortel

For more information, visit Nortel on the Web at .

Certain statements in this press release may contain words such as “could”, “expects”, “may”, “should”, “will”, “anticipates”, “believes”, “intends”, “estimates”, “targets”, “plans”, “envisions”, “seeks” and other similar language and are considered forwardwww.nortel-canada.com News Release looking statements or information under applicable securities laws. These statements are based on Nortel-s current expectations, estimates, forecasts and projections about the operating environment, economies and markets in which Nortel operates. These statements are subject to important assumptions, risks and uncertainties that are difficult to predict, and the actual outcome may be materially different. Nortel-s assumptions, although considered reasonable by Nortel at the date of this press release, may prove to be inaccurate and consequently Nortel-s actual results could differ materially from the expectations set out herein.

Actual results or events could differ materially from those contemplated in forward-looking statements as a result of the following: (i) risks and uncertainties relating to the Creditor Protection Proceedings including: (a) risks associated with Nortel-s ability to: obtain required approvals and successfully consummate remaining divestitures; successfully conclude ongoing discussions for the sale of Nortel-s remaining assets; develop, obtain required approvals for, and implement a court approved plan; allocation of the sale proceeds of our businesses and assets among the various Nortel entities participating in these sales may take considerable time to resolve; resolve ongoing issues with creditors and other third parties whose interests may differ from Nortel-s; maintain adequate cash on hand in each of its jurisdictions to fund remaining work within the jurisdiction during the Creditor Protection Proceedings; obtain any further required approvals from the Canadian Monitor, the U.K. Administrators, the U.S. Principal Officer, the U.S. Creditors- Committee, or other third parties; utilize net operating loss carryforwards and certain other tax attributes in the future; avoid the substantive consolidation of NNI-s assets and liabilities with those of one or more other U.S. Debtors; operate effectively, and in consultation with the Canadian Monitor, the Canadian creditors- committee, the U.S. Creditors- Committee, the U.S. Principal Officer, and work effectively with the U.K. Administrators and French Administrator in their respective administration of the EMEA businesses subject to the Creditor Protection Proceedings; continue as a going concern; actively and adequately communicate on and respond to events, media and rumors associated with the Creditor Protection Proceedings; retain and incentivize key employees as may be needed; retain, or if necessary, obtain court orders or approvals with respect to motions filed from time to time; resolve claims made against Nortel in connection with the Creditor Protection Proceedings for amounts not exceeding Nortel-s recorded liabilities subject to compromise; prevent third parties from obtaining court orders or approvals that are contrary to Nortel-s interests; and

(b) risks and uncertainties associated with: limitations on actions against any Debtor during the Creditor Protection Proceedings; the values, if any, that will be prescribed pursuant to any court approved plan to outstanding Nortel securities and, in particular, that Nortel does not expect that any value will be prescribed to the NNC common shares or the NNL preferred shares in any such plan; the delisting of NNC common shares from the NYSE; the delisting of NNC common shares and NNL preferred shares from the TSX and; any cease trade orders that are expected to be issued by Canadian Securities Administers to prohibit trading in securities of NNC and NNL following the third quarter filing deadlines applicable to NNC and NNL-s quarterly reporting obligations under Canadian securities laws; and (ii) risks and uncertainties relating to Nortel-s remaining restructuring work including fluctuations in foreign currency exchange rates; the sufficiency of workforce and cost reduction initiatives; any adverse legal judgments, fines, penalties or settlements related to any significant pending or future litigation actions; failure to maintain integrity of Nortel-s information systems; and Nortel-s potential inability to maintain an effective risk management strategy.

For additional information with respect to certain of these and other factors, see Nortel-s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other securities filings with the SEC. Unless otherwise required by applicable securities laws, Nortel disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

(1)Nortel, the Nortel logo and the Globemark are trademarks of Nortel Networks.

and the Reporting Issuers- transfer agent were notified that the Director made an order under paragraph 2 of subsection 127(1) and subsection 127(5) of the Act on the 11th day of December, 2012 that all trading in the securities of the Reporting Issuers, whether direct or indirect, cease immediately for a period of fifteen days from the date of the order, subject to certain permitted exceptions therein (the “Temporary Order”);

AND WHEREAS the Reporting Issuers issued a press release on January 14, 2009 which announced that the Reporting Issuers (and certain of their Canadian subsidiaries) had initiated creditor protection proceedings under the Companies- Creditors Arrangement Act (Canada) (the CCAA proceeding). Pursuant to an Order of the Ontario Superior Court of Justice dated January 14, 2009 issued in connection with the CCAA proceeding (the Initial Order), Ernst & Young Inc. was appointed by the Court as Monitor to assist the Reporting Issuers through their restructuring process;

AND WHEREAS the Reporting Issuers issued a press release on August 9, 2012 that announced that the Monitor had determined that the expense and resources required to comply with ongoing public disclosure requirements could no longer be justified and that consequently the Reporting Issuers would no longer be able to comply with their periodic reporting requirements and would discontinue preparing and filing quarterly and annual financial statements and all other periodic disclosure documents under applicable Canadian laws effective as of the filing deadlines for third quarter reporting obligations;

AND WHEREAS on November 23, 2012 the Ontario Superior Court of Justice ordered that the stay of proceedings granted in favour of the Monitor and the Reporting Issuers in the Initial Order be lifted solely for the purpose of permitting the issuance of cease trade orders by the appropriate securities regulatory authorities;

AND WHEREAS in information provided to the Ontario Securities Commission on September 21, 2012 the Reporting Issuers confirmed that in addition to common and preferred shares, the Reporting Issuers had the following securities outstanding:

AND WHEREAS the Temporary Order was made because the Reporting Issuers failed to file the following continuous disclosure materials as required by Ontario securities law (collectively, the “Default”):

AND WHEREAS the Reporting Issuers and the Reporting Issuers- transfer agent were notified that a hearing (the “Hearing”) would be held to determine if it would be in the public interest to make an order under paragraph 2 of subsection 127(1) of the Act that all trading in the securities of the Reporting Issuers, whether direct or indirect, cease permanently or for such period as is specified in the order;

AND WHEREAS the Reporting Issuers were notified that if the Reporting Issuers intended to attend at the Hearing, the Reporting Issuers were requested to notify the Director of the Reporting Issuers- intention to attend in writing, in which case the Hearing would be held before the Commission;

AND WHEREAS the Reporting Issuers were further notified that if the Reporting Issuers failed to notify the Director of the Reporting Issuers- intention to be present at the Hearing, then the Hearing would be held before the Director without the Reporting Issuers present;

AND WHEREAS the Reporting Issuers having failed to notify the Director of the Reporting Issuers- intention to attend at the Hearing, the Hearing was held before the Director on the 24th day of December, 2012;

AND UPON no one appearing at the Hearing on behalf of the Reporting Issuers;

AND UPON hearing the evidence of staff of the Ontario Securities Commission and the Director being satisfied that the Default continues;

IT IS ORDERED pursuant to paragraph 2 of subsection 127(1) of the Act that, effective immediately,

DATED at Toronto this 24th day of December, 2012.

Ontario Securities Commission

Lisa Enright, Manager, Corporate Finance Branch

Contacts:
Media Relations

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