Business Services Industry
Argus Corporation Limited Status Update Report
Business Wire, Sept 3, 2004
TORONTO -- Argus Corporation Limited ("Argus") (TSX:AR.PR.A) (TSX:AR.PR.D) (TSX:AR.PR.B) today provided a status update of developments since its last Status Update Report was filed on August 19, 2004.
This Status Update Report ("Report") is provided pursuant to the guidelines (the "Guidelines") by which the Management and Insider Cease Trade Order with respect to the management and insiders of Argus was issued by the Ontario Securities Commission on June 3, 2004 (the "Order").
The Guidelines contemplate that Argus will normally provide bi-weekly updates on its affairs until it is able to meet its public filing obligations.
Related Results
This Report provides an update regarding Hollinger Inc. ("Hollinger") of which Argus owns 61.8% of the Retractable Voting Shares and Hollinger International Inc. ("International") and of the preparation and filing of financial statements and other related matters by Argus.
Report of International's Special Committee
On August 30, 2004, the Special Committee of the Board of Directors of International filed with the U.S. District Court in Illinois its Report of Investigation (the "Report") of certain transactions and payments with Hollinger, Hollinger's parent company The Ravelston Corporation Limited ("Ravelston"), Ravelston's subsidiary Ravelston Management Inc. ("RMI") and certain of their directors and officers. Some of those persons are also directors and officers of Argus.
The Report includes unproven allegations that would need to be established in a court of law.
The complete Report is available to be reviewed online at:
http://www.sec.gov/Archives/edgar/data/868512/000095012304010413/ 0000950123-04-010413-index.htm. (Due to the length of this URL, it may be necessary to copy and paste this hyperlink into your Internet browser's URL address field.)
Financial Information
Argus publicly filed on August 19, 2004 Special Purpose Interim Financial Statements for the 3 months ended on March 31, 2004 and the 3 months and 6 months ended on June 30, 2004. Those financial statements consolidated Argus and its subsidiaries other than its investment in Hollinger. Argus' investment in Hollinger was accounted for using the cost basis of accounting.
The financial statements were provided as alternative financial information pursuant to the Guidelines. Further to Argus' Status Update Reports of August 13 and 19, 2004, International has advised that it would commence to prepare its audited financial statements for 2003 as soon as practicable after it received the Report.
It is anticipated that Hollinger may be able to commence to prepare its audited financial statements for 2003 and its financial statements for subsequent periods once International has completed its financial statements. In turn, Argus may then be able to prepare its financial statements for filing for the fiscal periods since January 1, 2004.
The preparation of the financial statements of Hollinger may require the cooperation of KPMG US, the auditor of International, and KPMG in Canada, the former auditor of Hollinger, which cooperation may not be forthcoming.
The next filing deadline for Argus is November 14, 2004 by when it is required to file its financial statements for the Third Quarter of 2004 ending on September 30, 2004 on a basis of consolidating those of Hollinger and the related MD&A. It is unlikely that Argus will be able to meet that deadline.
Argus owns 21,596,378 Retractable Common Shares of Hollinger with a market value at the close of trading on September 2, 2004 on the Toronto Stock Exchange of Cdn. $4.50 per share or Cdn. $97,183,701. Argus has Cdn. $636,361 of cash or cash equivalents on hand as of today.
Hollinger Developments
The Endorsement of Mr. Justice Colin Campbell Ontario Superior Court of Justice was received today in the Application commenced by Catalyst Fund General Partner I Inc., a shareholder of Hollinger. The Application was heard on August 30 and 31, 2004. Mr. Justice Campbell ordered today that an inspector be appointed pursuant to s. 229(1) of the Canada Business Corporations Act to conduct an investigation into the affairs of Hollinger.
Details of the extent, scope, timing, cost and reporting of the investigation, together with the method by which the parties may address these matters, will be set forth in the reasons for decision of Mr. Justice Campbell that are expected to be issued by September 15, 2004.
Hollinger previously announced on September 2, 2002 that it had retained Gottschalk Forensic Accounting & Valuations Inc. to review certain related party transactions involving Hollinger and its affiliates, with the exceptions of International and its subsidiaries, during the period January 1, 1998 to December 31, 2003.
The review is not to address six non-competition payments received by Hollinger in 1999 and 2000 on the sale by International of certain newspaper businesses. Those payments were reviewed and reported on in another report made to Hollinger's Board in January, 2004. Hollinger intends to make the findings of the review public when they are received.
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