FROM: U.S. SECURITIES AND EXCHANGE COMMISSION
The Securities and Exchange Commission today announced that it filed a settled insider trading civil action in U.S. District Court for the Southern District of New York against former investment banker Richard Bruce Moore. Securities and Exchange Commission v. Richard Bruce Moore, 13-cv-2514 (HB) (S.D.N.Y.). Moore is a Canadian citizen and a former investment banker at Canadian Imperial Bank of Commerce (CIBC).
The SEC alleged in its complaint that Moore purchased American Depositary Receipts (ADRs) of Tomkins plc, a United Kingdom engineering and manufacturing company, ahead of an announcement that the Canada Pension Plan Investment Board (CPPIB) and a Canadian private equity firm had approached Tomkins with a takeover offer. According to the complaint, Moore's job at CIBC included pitching investment ideas to the CPPIB. During 2010, in the course of his efforts to get CIBC a role in CPPIB transactions, Moore came to learn information that allowed him to conclude that the Board was working on an offer to acquire Tomkins. The complaint further alleges that, on June 28, 2010, Moore misappropriated that information from CIBC by purchasing 51,350 Tomkins ADRs on the New York Stock Exchange. Â On July 19, 2010, the day the offer was announced, the closing price of Tomkins ADRs rose 27 percent, from $13.87 to $17.67 a share. The complaint alleges that, through his purchase of the ADRs, Moore realized illicit gains of more than $163,000.
The SEC's complaint charged Moore with violating Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. Without admitting or denying the allegations in the Commission's complaint, except for his admission of jurisdiction and certain facts agreed to in a parallel settlement with the Ontario Securities Commission, Moore consented to the entry of a proposed final judgment enjoining him from future violations of Section 10(b) and Rule 10b-5, ordering him to pay $163,293 in disgorgement plus $14,905 in prejudgment interest thereon, and imposing a $163,293 penalty. The settlement is subject to approval by the district court.
Moore has also agreed to an SEC administrative Order that would be based on entry of an injunction against him in the insider trading civil action and would bar him from association with any broker, dealer, investment adviser, municipal securities dealer, or transfer agent, and from participating in any penny stock offering.
Moore also purchased a large number of Tomkins common shares on the London Stock Exchange ahead of the acquisition offer announcement. In a parallel action, the Ontario Securities Commission today announced charges against Moore based on his trading in Tomkins common shares and his trading in a second, unrelated, stock.
The Commission acknowledges the assistance of the Ontario Securities Commission, the Jersey Financial Services Commission, and the Financial Industry Regulatory Authority.
