Exemption Orders (Discretionary)
COBEQUID LIFE SCIENCES INC.
2001 BCSECCOM 13
Headnote
Mutual Reliance Review System for Exemptive Relief Applications - Issuer deemed to have ceased to be a reporting issuer following a take over bid and subsequent compulsory acquisition leaving only a small number of security holders. Debt security remains outstanding.
Applicable British Columbia Provisions
Securities Act, R.S.B.C. 1996, c. 415, ss. 1(1), 88
IN THE MATTER OF THE SECURITIES LEGISLATION OF BRITISH COLUMBIA, ALBERTA AND ONTARIO
AND
IN THE MATTER OF THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF COBEQUID LIFE SCIENCES INC.
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatory authority or regulator (the “Decision Maker”) in each of British Columbia, Alberta and Ontario (the “Jurisdictions”) has received an application from Cobequid Life Sciences Inc. (the “Filer”) for a decision under the securities legislation of the Jurisdictions (the “Legislation”) that the Filer be deemed to have ceased to be a reporting issuer or its equivalent under the Legislation;
AND WHEREAS under the Mutual Reliance Review System for Exemptive Relief Applications (the "System"), the Ontario Securities Commission is the principal regulator for this application;
AND WHEREAS the Filer has represented to the Decision Makers that:
1. the Filer is a corporation existing under the Canada Business Corporations Act (the “CBCA”).
2. The head office of the Filer is located in Markham, Ontario.
3. The Filer is a reporting issuer, or the equivalent thereof, under the Legislation.
4. Apart from the failure to file its third quarter financial statements in British Columbia and Alberta, which were due on July 30, 2000, the Filer is not in default of any of the requirements of the Legislation.
5. The authorised capital of the Filer consists of an unlimited number of Common Shares, 10,000,000 Class ‘A’ preferred shares and 10,000,000 Class ‘B’ preferred shares. There are currently 13,591,674 Common Shares of the Filer issued and outstanding (the “Shares”). There are no Class ‘A’ preferred shares and no Class ‘B’ preferred shares issued and outstanding.
6. On or about July 21, 2000, 3723518 Canada Inc. (“3723518 Canada”) and its affiliate Vericore Holdings Limited (“Vericore”), became the sole holders of shares of the Filer in accordance with an offer (the “Offer”) made pursuant to a take-over bid circular dated May 24, 2000, and the subsequent exercise of the compulsory acquisition provisions of the CBCA.
7. Other than the Shares held by 3723518 Canada and Vericore and certain private debt held by two persons, there are no securities of the Filer issued and outstanding.
8. The common shares of the Filer were delisted from The Toronto Stock Exchange on June 22, 2000. No securities of the Filer are listed or posted for trading on any stock exchange or organized market.
9. The Filer does not intend to seek public financing by way of an offer of securities.
AND WHEREAS under the System, this MRRS Decision Document evidences the decision of each Decision Maker (collectively, the "Decision");
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;
THE DECISION of the Decision Makers under the Legislation is that the Filer shall be deemed to have ceased to be a reporting issuer.
DATED this 12th day of December, 2000.
John Hughes,
Manager, Continuous Disclosure