Ontario Securities Commission accepts $11 million Home Capital settlement

TORONTO – Ontario’s securities watchdog approved a settlement Wednesday with Home Capital Group Inc. and three former executives who failed to tell investors quickly and completely about fraudulent activity by some mortgage brokers associated with the alternative lender.

As a result of the settlement, about $11 million could flow through the Ontario Securities Commission to shareholders covered by a related class action suit that’s awaiting court approval.

The agreement is conditional on the Ontario Superior Court accepting a settlement worth about $29.5 million including the money available through the OSC process.

An OSC lawyer told a hearing the commission needed to send a clear message that public companies are legally obligated to disclose important information quickly and in a form investors can use.

Lawyers for the company and three men said little during the 90-minute hearing, except to point out their clients had kept Home Capital’s board informed and received outside professional advice about their disclosure requirements.

But OSC vice-chair Grant Vingoe, who read out the three-member panel’s decision, said a public company’s disclosure of material changes “is not a discretionary decision from management, but a regulatory requirement and a public responsibility.”

He said Home Capital failed to reveal the termination of the brokerage agreements — representing about 10 per cent of Home Capital’s 2014 mortgage originations — until mid-2015, more than two months later than it should have.

Home Capital shares fell 18.9 per cent the following day, Vingoe said.

He said the panel was accepting the “highly negotiated settlement, carefully co-ordinated with class (action) proceedings in Ontario” because it would allow the regulatory to move on to other matters, expedite compensation to investors and reduce uncertainty surrounding the company.

The OSC’s announcement of its allegations in April contributed to a sudden exodus of Home Capital depositors that pushed the Toronto-based company to borrow about $2 billion at staggeringly high interest rates in order to stay in business.

Home Capital shares (TSX:HCG) and prospects have improved since Warren Buffett’s Berkshire Hathaway agreed to support the lender through an equity investment and loans.

As part of the OSC settlement, retired chief executive Gerald Soloway will pay $1 million in administrative penalties. Martin Reid, who succeeded Soloway as CEO, and former chief financial officer Robert Morton will each pay $500,000. Half of the $2 million will be put towards the $11 million that will be available to the class action settlement.

In addition to the monetary penalties, the three men will be prevented from being an officer or director of a public company for specified periods — four years in the case of Soloway and two years each in the case of Reid and Morton.

Note to readers: This is a corrected story. An earlier version said the OSC allegations were announced in March.