Exemption Orders (Discretionary)
BAMBUU LTD.
2001 BCSECCOM 925
Headnote:
Mutual Reliance Review System for Exemptive Relief Applications – issuer deemed to cease to be a reporting issuer – issuer's securities not listed on any market in Canada – operations, management and listing all in Australia – Canadian shareholders hold approximately 0.38% of issued and outstanding shares and will continue to receive Australian continuous disclosure documents.
Applicable British Columbia Provisions
Securities Act, R.S.B.C. 1996, c. 418, s. 88
IN THE MATTER OF THE SECURITIES LEGISLATION OF BRITISH COLUMBIA AND ALBERTA
AND
IN THE MATTER OF THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF BAMBUU LTD.
[para 1]
WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of British Columbia and Alberta (the "Jurisdictions") has received an application from Bambuu Ltd. ("Bambuu") for a decision under the securities legislation of the Jurisdictions (the "Legislation") that Bambuu be deemed to cease to be a reporting issuer in the Jurisdictions;
[para 2]
AND WHEREAS under the Mutual Reliance Review System for Exemptive Relief Applications (the "System"), the British Columbia Securities Commission (the "Commission") is the principal regulator for this application;
[para 3]
AND WHEREAS Bambuu has represented to the Decision Makers that:
1. Bambuu was incorporated under the laws of Queensland, Australia on July 1, 1970;
2. Bambuu is a reporting issuer in each of the Jurisdictions and is not in default of any requirement of the Legislation except the requirement to file a quarterly report in the required form with the Commission in respect of its second quarter ended June 30, 2001;
3. the authorized capital of Bambuu consists of an unlimited number of common shares with no par value, of which 34,206,109 common shares are currently issued and outstanding;
4. Bambuu has no other securities, including debt securities, outstanding;
5. the common shares were voluntarily delisted from the Canadian Venture Exchange on July 31, 2001 and now trade only through the facilities of the Australian Stock Exchange;
6. there is no market in Canada for the common shares of Bambuu;
7. Bambuu does not intend to make an offering of its securities to the public in Canada or to list its securities on any stock exchange or market in Canada;
8. a total of 127,197 common shares (representing approximately 0.38% of the total outstanding common shares) are held by 22 Canadian resident shareholders, of which 9 are resident in British Columbia and none are resident in Alberta;
9. Bambuu's management, business and principal assets are located in Australia and its business is conducted exclusively outside Canada; and
10. all shareholders of Bambuu resident in Canada, whether registered or unregistered, will continue to be provided with the same continuous disclosure documents that are provided to the shareholders of Bambuu resident in Australia, including audited annual financial statements;
[para 4]
AND WHEREAS under the System, this MRRS Decision Document evidences the decision of each of the Decision Makers (collectively, the "Decision");
[para 5]
AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the Decision has been met;
[para 6]
THE DECISION of the Decision Makers under the Legislation is that Bambuu is deemed to cease to be a reporting issuer under the Legislation.
[para 7]
DATED September 18, 2001.
Derek E. Patterson
Acting Director