Argus Corporation Limited: Announces OSC Application And Dividend And Financial Update.TORONTO -- Argus Corporation Argus Corporation, based in Toronto, Ontario, is an investment and holding company founded in 1945 by its President E. P. Taylor with minority partners Colonel W. Eric Phillips and Wallace McCutcheon and other investors. Limited ("Argus")(TSX TSX Toronto Stock Exchange (TSE before April, 2002) TSX Transfer from Stack Pointer to Index TSX True Space Extension :AR.PR.A)(TSX:AR.PR.B)(TSX:AR.PR.D) announced today that it has applied to the Ontario Securities Commission The Ontario Securities Commission (OSC) is a regulatory agency which administers and enforces securities legislation in the Canadian province of Ontario. The OSC is an Ontario Crown corporation which reports to the Ontario legislature through the Minister of Finance. (the "OSC O.S.C. n. short for Order to Show Cause. (See: Order to Show Cause) ") for a variance of the Management and Insider Cease Trade Order ("MCTO MCTO Metropolitan Council Transit Operations (Minneapolis/St. Paul, MN, USA) MCTO Material Cost Take Out MCTO Monthly Cash Thru Options ") issued with respect to Hollinger Inc. ("Hollinger"). A MCTO has also been issued as against Argus and Hollinger International Inc. ("International") as well as Hollinger. The MCTO of each of those companies relate to their failure to prepare and file financial statements and related disclosure when due. The variance that Argus, together with its immediate subsidiaries, has requested be made to the Hollinger MCTO is to permit the sale by it of up to 200,000 of the 21,596,387 Retractable re·tract v. re·tract·ed, re·tract·ing, re·tracts v.tr. 1. To take back; disavow: refused to retract the statement. 2. Common Shares of Hollinger ("Shares") that it indirectly holds through its subsidiaries. The Shares that Argus proposes to sell represent approximately .0.93 per cent of its holding of Shares and 0.57 per cent of the total number of outstanding Shares. In its Application, Argus advised the OSC that it is unable to declare and pay dividends that are scheduled to be paid on May 1, 2005 to the holders of its Class A and Class B Preference Shares and its ongoing operational expenses without the requested variance being granted. The anticipated total amount of the dividends that are due to be paid is $251,703. Argus has further advised the OSC that its viability as an operating company operating company A business that engages in transactions with outsiders. and as a going concern will be severely prejudiced should it not be given permission to sell up to 200,000 Shares as it has no other source of income or funds. It presently has $10,240 of cash with outstanding payables totaling $213,914. The Shares of Hollinger that Argus holds have a market value at the close of trading on April 12, 2005 on the Toronto Stock Exchange Toronto Stock Exchange (TSE) Canada's largest stock exchange, trading approximately 1,200 company stocks and 33 options. of Cdn. $6.07 per share or an aggregate of Cdn. $131,090,069. This amount is subject to a minority interest of The Ravelston Corporation Limited Ravelston Corporation Limited is a Canadian holding company that was largely controlled by Conrad Black and business partner David Radler. It held shares in Black's other holding companies, such as Hollinger International, now known as Sun-Times Media Group. ("Ravelston"), future income taxes on unrealized net capital gains and other considerations including the Hollinger MCTO. The operating expenses Operating expenses The amount paid for asset maintenance or the cost of doing business, excluding depreciation. Earnings are distributed after operating expenses are deducted. of Argus have significantly increased over the past year. Amongst the increased expenses that Argus has been incurring, and will continue to incur, are related to legal proceedings All actions that are authorized or sanctioned by law and instituted in a court or a tribunal for the acquisition of rights or the enforcement of remedies. and regulatory compliance. Argus is a defendant in two class action law suits commenced in Illinois and Saskatchewan. It is also a related party for purposes of the ongoing inspection of the related party transactions of Hollinger that is being conducted pursuant to an Order of the Ontario Superior Court of Justice The Superior Court of Justice for Ontario, Canada is the successor to the former Ontario Court of Justice (General Division), and was created on April 19 1999. Its predecessor, the Ontario Court (General Division) was the result of the 1990 merger and discontinuance of the previous . Argus is further incurring legal costs related to claims that are being made for coverage of certain of its defence costs pursuant to an Executive and Organization Liability Insurance Policy. In accordance with OSC guidelines, Argus publicly files bi-weekly Status Update Reports with respect to its material developments and those of Hollinger and International. Argus has been further providing financial statements prepared on a market valuation basis. These are being filed with its Status Update Reports as alternative financial information in order to keep the public informed of the financial activities of Argus despite its present inability to produce financial statements consolidated with those of Hollinger. On January 31, 2005, Ravelston, Argus' parent, loaned $251,703 to Argus on a non-interest-bearing basis in order to allow Argus to pay dividends on February 1, 2005 to its holders of Class A and Class B Preference Shares. Ravelston has now advised Argus that it will not advance additional funds to assist it to pay its May 1, 2005 dividends or operational expenses. Should the OSC agree to the variance of the Hollinger MCTO to permit Argus to sell up to 200,000 Shares, Argus, as the holder of approximately 61.8 per cent of the Shares of Hollinger, will further file a public notice that it intends to sell Shares from its control block position before any Shares may be sold. Argus will not be able to declare any dividends unless and until the requested variance is granted by the OSC, of which there can be no assurance, and arrangements are in place for the sale of Shares. There will then need to be seven clear trading days In Business, the trading day is the time span that a particular stock exchange is open. For example, the New York Stock Exchange is, as of 2006, open from 09:30AM to 4:00PM. Trading days never take place on weekends. between any declaration of dividends and the record date for the payment of such dividends. There will additionally be certain administrative time required after any record date in order to permit the processing of any dividends that may be declared. Argus has accordingly advised that there can be no certainty that the dividends scheduled to be paid on May 1, 2005 can or will be declared and paid and, if declared, that they will be paid when scheduled. Should the requested variance be granted by the OSC, Argus intends, on the required distribution notice being provided and on arrangements being in place to sell the Shares it proposes to sell, to declare and pay the dividends that are presently scheduled to be paid on May 1, 2005. Argus further intends that a sufficient amount of the proceeds of the proposed sale of Shares will be allocated for payment of the dividends that are next scheduled to be paid to the holders of the Class A and Class B Preference Shares on August 1, 2005. ARGUS CORPORATION LIMITED (TSX:AR.PR.A) (TSX:AR.PR.B) (TSX:AR.PR.D) |
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