The definitions set out in the settlement agreement reached between the Plaintiff and Defendants dated November 25, 2019 (“Agreement”), except as modified or defined herein, apply to and are incorporated into this Plan of Allocation:
Acquisition Expense means the total monies paid by the Claimant (including brokerage commissions) to acquire Eligible Securities;
Action means all the proceedings, exhibits and plans of arguments filed by the Parties in the Superior Court record no. 500-06-000785-168.
Administration Expenses means all fees, disbursements, expenses, costs, taxes and any other amounts incurred or payable relating to approval, implementation and administration of this Agreement including the costs of translating, publishing and delivering notices and the fees, disbursements and taxes paid to the Administrator, the Referee and any other expenses approved by the Court which shall all be paid from the Settlement Amount. For greater certainty, Administration Expenses include the Non-Refundable Expenses but do not include Class Counsel Fees.
Administrator means Trilogy Class Action Services or the third-party firm appointed by the Court to administer the Agreement, and any employees of such firm.
Agreement means the settlement provided for in this agreement, including the Recitals and Schedules hereto.
Authorization means authorization to bring a class action under article 574 of the Code of Civil Procedure.
Authorized Claimant means any Class Member who has been approved for compensation by the Administrator.
Claim Form means the form or forms to be approved by the Court, which, when completed and submitted in a timely manner to the Administrator, enable(s) a Class Member to apply for compensation pursuant to the Agreement.
Claimant means a Class Member who submitted a properly completed Claim Form and all required supporting documentation to the Administrator in the online claims administration portal, on or before the Claims Bar Deadline;
Claims Bar Deadline means the date by which each Class Member must file a Claim Form and all required supporting documentation with the Administrator which date shall be set out in the Second Notice and which shall be at least one hundred twenty days (120) days after the date on which the Second Notice is last published. Claims Period is July 21, 2020 to November 18, 2020.
Class or Class Members means:
Class Counsel means Faguy & Co. Barristers & Solicitors Inc. and Morganti Legal.
Class Counsel Fees means the fees, disbursements, costs, GST and PST, as the case may be, and other applicable taxes or charges of Class Counsel and a pro rata share of all interest earned on the Settlement Amount to the date of payment, as approved by the Court.
Class Period means the period from between March 31, 2014 and March 22, 2016 inclusively.
Collateral Agreement means the agreement executed contemporaneously with this Agreement, which sets the Opt-Out Threshold, the terms of which shall be kept confidential unless the Court requires disclosure thereof.
Compensation Fund means the Settlement Amount less Class Counsel Fees, Administration Expenses and other expenses decided by the Court, as allocated between the Primary Market Sub-Class and Secondary Market Sub-Class.
Contributing Parties means Defendants’ insurers, as will be identified in the Letter of Undertaking, but only in their respective capacities as insurers of the Defendants under the insurance policies.
Court means the Superior Court of Québec.
Database means the web-based database in which the Administrator stores information received from the Claimants and/or acquired through the claims process.
Defendants means The Stars Group Inc., David Baazov, Daniel Y. Sebag, Divyesh Gadhia, Harlan W. Goodson and Wesley K. Clark.
Distribution means payment to Authorized Claimants in accordance with this Plan of Allocation, the Agreement and any order of the Court.
Distribution List means a list containing the name and address of each Authorized Claimant, the calculation of his/her/its net loss and the calculation of the Authorized Claimant’s pro rata share of the Compensation Fund.
Effective Date means the date when the Second Order has been issued and the time for any appeal therefrom has expired.
Eligible Securities means TSGI’s securities held by the Class Members that are the basis for inclusion in the Primary Market Sub-Class or Secondary Market Sub-Class, as determined using the LIFO method of calculation.
Escrow Account means the trust account holding the Compensation Fund and used by the Administrator to make the Distribution in accordance with this Plan of Allocation.
Escrow Settlement Amount means the Settlement Amount plus any interest accruing thereon as a result of investment thereof after payment of all Non-Refundable Expenses.
Excluded Persons means the Defendants, members of the immediate families of David Baazov, Daniel Y. Sebag, Divyesh Gadhia, Harlan W. Goodson and Wesley K. Clark, and the directors, officers, subsidiaries, and affiliates of TSGI and its subsidiaries.
First Motion means the motions brought before the Court, for orders:
First Notice means notice to the Class in a form to be approved by the Court, which shall substantially be in accordance with the notice at Schedule “B” and a French translation thereof.
First Order means the orders made by the Court granting the relief sought on the First Motion, substantially in the form of the orders at Schedule “A”.
Fonds d’aide aux actions collectives means the agency and legal person established in the public interest as per the Act respecting the Fonds d'aide aux actions collectives, CQLR c F-184.108.40.206.1, to whom the Administrator will remit the percentage provided for by the applicable legislation and regulations.
Leave means leave to commence a secondary market securities claim under section 225.4 of the Québec Securities Act.
Letter of Undertaking means the agreement executed contemporaneously with this Agreement, which sets the contribution of each Contributing Party, the terms of which shall be kept confidential unless the Court requires disclosure thereof.
Maximum Entitlement means an Authorized Claimant’s actual loss on Eligible Securities, as calculated pursuant to the formula set forth in section 7 herein.
Newspapers means the following newspaper publications: National Post, Montreal Gazette, and La Presse.
Non-Refundable Expenses means certain administration expenses stipulated in section 4.1(1) of the Agreement to be paid from the Settlement Amount.
Opt-Out Deadline means the date to be specified in the First Notice which shall be at least 30 days after the date on which the First Notice is last published in the Newspapers.
Opt-Out Form means the documents in English and French, as approved by the Court, which shall substantially be in accordance with the documents at Schedule “G”, that if properly completed and submitted by a Class Member to the Administrator before the expiry of the Opt-Out Deadline, excludes that Class Member from the Class, the Action and participation in the Agreement.
Opt-Out Parties means collectively, all persons who would otherwise be Class Members who validly opt out of the Action, each individually being an “Opt-Out Party”.
Opt-Out Threshold means the total number of Eligible Securities required to be held by all Opt-Out Parties in order to trigger the Defendants’ right to terminate this Agreement in accordance with section 12.2 hereof, as particularized in the Collateral Agreement.
Opting Out means properly completing and submitting an Opt-Out Form and all necessary supporting documents before the expiry of the Opt-Out Deadline.
Parties means the Plaintiff and the Defendants.
Plaintiff means Pierre Derome.
Plan of Allocation means the plan, as approved by the Court, which shall substantially be in accordance with the plan at Schedule “F”.
QSA means the Québec Securities Act, CQLR c V-1.1.
Plan of Notice means the plan for disseminating the First Notice and the Second Notice to the Class, as approved by the Court, which shall substantially be in accordance with the plan attached as Schedule “C”.
Referee means Mtre. Jonathan Nuss of Cabinet d’avocats NOVA lex Inc. or such other person or persons appointed by the Court to serve in that capacity.
Reference means the procedure by which a Claimant who disagrees with the Administrator’s decision relating to eligibility for compensation, the determination of the number of Eligible Securities, or the amount of the Distribution, may appeal the Administrator’s decision and have it reviewed by the Referee.
Released Claims (or Released Claim in the singular) means any and all manner of claims, demands, actions, suits, causes of action, whether class, individual or otherwise in nature, whether personal or subrogated, damages whenever and wherever incurred, and rights and liabilities of any nature whatsoever, including interest, costs, expenses, administration expenses, penalties, Class Counsel Fees and lawyers’ fees, known or unknown, suspected or unsuspected, in law, under statute or in equity or at common law, that the Releasors, or any of them, whether directly, indirectly, derivatively, or in any other capacity, ever had, now have, or hereafter can, shall, or may have as against the Releasees relating or connected in any way to the causes of action alleged in the Action, including, without limitation, any such claims that have been asserted, would have been asserted or could have been asserted, whether in Canada or elsewhere, as a result of or in any connection with the purchase, retention or sale, or lack of purchase or sale, of Eligible Securities in the Class Period.
Releasees means the Defendants and their respective past and present affiliates, and subsidiaries, and each of their respective insurers, reinsurers, directors, officers, partners, employees, agents, trustees, servants, parents, consultants, advisors, lawyers, representatives, successors, predecessors, assigns and each of their respective heirs, executors, attorneys, administrators, guardians, estates, trustees, successors and assigns.
Releasors means, jointly and severally, the Plaintiff, the Class Members (excluding those who have validly opted out), including any person having a legal and/or beneficial interest in the Eligible Securities purchased or acquired by the Plaintiff or these Class Members and their respective past and present predecessors, affiliates, subsidiaries, directors, officers, employees, partners, parents, agents, trustees, servants, consultants, shareholders, advisors, representatives, lawyers, heirs, executors, attorneys, administrators, guardians, estate trustees, successors and assigns, as the case may be.
Second Motion means the motions brought in the Court for orders:
Second Notice means notices to the Class in a form to be approved by the Court, which shall substantially be in accordance with the notice at Schedule “E” and a French translation thereof.
Second Order means the orders made by the Court granting the relief sought on the Second Motion, substantially in the form of the orders at Schedule “D”.
Settlement Amount means $ 30,000,000CDN dollars, inclusive of capital, interest, additional indemnity, Administration Expenses, Class Counsel Fees, taxes and any other costs or expenses related to the Action or the Agreement, $29,980,000CDN of which will be paid to settle the Class claims and $20,000 of which will be paid to the Plaintiff to settle his individual QSA claim. The Settlement Amount will be distributed in accordance with the formula contained in the Plan of Allocation to be approved by the Court. This Plan of Allocation will apportion $ 2,500,000CDN to Authorized Claimants who purchased their securities in the primary market and the remaining $ 27,480,000CDN to Authorized Claimants who purchased their securities in the secondary market.
Sub-Class means each the Primary and Secondary Market subclasses.
TSGI means The Stars Group Inc.
TSX means the Toronto Stock Exchange.
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