|C:*ASC C:VCT ASC finds Ogilvie misled investors in Panasonic deal|
ASC finds Ogilvie misled investors in Panasonic deal
Alberta Securities Commission (C:*ASC)
Monday August 8 2022 - Street Wire
Also Volt Carbon Technologies Inc (C:VCT) Street Wire
by Mike Caswell
The Alberta Securities Commission has found against Paul Anthony Ogilvie, the former chief executive officer of Saint Jean Carbon Inc., over a supposed agreement the company had with Japanese manufacturing giant Panasonic Corp. in 2017. Two news releases that the company issued about the deal were untrue, the ASC has determined. The stock more than tripled on the news, reaching 29.5 cents.
The finding, which is contained in a decision that the ASC released on Friday, Aug. 5, follows a hearing that lasted for 3-1/2 days before a three-member panel. The matter was a well-attended one, with Mr. Ogilvie sending two lawyers and ASC enforcement staff sending two as well. The decision does not contain any penalties for Mr. Ogilvie, as the ASC will convene a separate hearing for that purpose.
The case arose from a supposed deal with Panasonic that Saint Jean publicized in a Feb. 28, 2017, news release. The company claimed to have received an order from Panasonic, with that order being part of an "offtake agreement to supply multiple tonnes of anode material monthly for a number of years." Mr. Ogilvie cheered the deal at length, calling it the company's "greatest accomplishment; to be recognized and awarded with an order to supply one of the world's best technology companies." Saint Jean said that it would make the first shipment within 90 days.
With Friday's decision, the ASC has determined that the news release was "patently untrue." While Panasonic had requested some material from Saint Jean for evaluation, the news release left the impression of a supply deal that would be continuing for a number of years. This was entirely misleading, according to Friday's decision. "A reasonable person ... would naturally conclude that the order represented the beginning of regular shipments of significant quantities of graphite to Panasonic, not that it was tantamount to a free sample for Panasonic to evaluate whether the material met its manufacturing requirements," the decision reads.
For his part, Mr. Ogilvie explained that he thought Panasonic had accepted an offtake agreement he had sent. He said that he had not received an executed copy of the agreement, but claimed that he understood Panasonic to have accepted it. Mr. Ogilvie also argued that he should not be held personally responsible for the news release. He said that it was a product of discussion amongst company's management.
Unfortunately for Mr. Ogilvie, the ASC did not accept his explanation. The panel hearing the case noted that he was the company's senior officer, and much of the problematic material was contained in quotes attributed to him. The panel also heard evidence from other directors or officers who testified that Mr. Ogilvie was primarily responsible for the news releases.
The ASC further took issue with Mr. Ogilvie referring to the sample as having gone to a "manufacturing facility" belonging to Panasonic. The use of those words implied that Saint Jean's graphite had already been deemed acceptable by Panasonic and that the company would be using it to produce batteries. In reality, it was destined to a testing facility, and e-mails between Mr. Ogilvie and Panasonic identified the purpose of the material as being for testing.
Moreover, the ASC found that Mr. Ogilvie misled investors when he referred to Panasonic as a "customer." Panasonic had done nothing more than order a free sample of material to test. Mr. Ogilvie argued that he had written communications with Panasonic over several years in which a Panasonic representative had used the word "customer." The ASC disagreed, determining that Mr. Ogilvie's use of the term would "strain the meaning of the word beyond reason." Despite the language in his communications with Panasonic, it was abundantly clear that there would be no form of supply agreement or contract until a testing process had been completed.
Eventually, Saint Jean acknowledged that the supposed offtake agreement with Panasonic would not occur. On March 20, 2017, the company issued a news release stating that Panasonic did not intend to enter into any such deal. If Panasonic were to make any mass purchase of material from Saint Jean, it would do so under its own form of standard purchasing agreement, Saint Jean said. After that release, Saint Jean fell to 9.5 cents, well off the 29.5-cent high it reached after the initial news release.
As for the graphite sample, Panasonic did eventually perform its evaluation. It informed Mr. Ogilvie that the material had some satisfactory qualities, but there was a "deficiency in discharge." Mr. Ogilvie attempted to get an explanation, but received no response. There was no further communication with Panasonic.
For Saint Jean shareholders, the finding against Mr. Ogilvie comes with Saint Jean once again trading for pennies. The company, now known as Volt Carbon Technologies Inc., closed at eight cents Monday, unchanged. The company was also a respondent in the ASC case, which it settled by paying $50,000. William Pfaffenberger took over as the company's CEO on Nov. 23, 2020.
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