Mutual Reliance Review System for Exemptive Relief Applications - waiver grantedpursuant to section 4.5 of National Policy Statement No. 47 to enable issuer to participatein the POP System when it did not meet the "public float" test in the last calendar monthof the 1999 financial year in respect of which its Initial AIF is filed provided that it doesmeet the "public float" test at a date within 60 days before the filing of its preliminary shortform prospectus - waiver reflects the revised eligibility criteria set out in proposed NationalInstrument 44-101.
Applicable Ontario Statutory Provisions
Securities Act, R.S.O. 1990, c.S.5, as am.
In the Matter of the Prompt Offering Qualification System (1997), 20 OSCB 1217.
Proposed Rule implementing proposed National Instrument 44-101 Prompt OfferingQualification System (1998), 21 OSCB 1138.
National Policy Statement No. 47 Prompt Offering Qualification System
IN THE MATTER OF
THE MUTUAL RELANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
01 COMMUNIQUE LABORATORY INC.
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatory authority or regulator (the "DecisionMaker") in each of British Columbia, Alberta, Manitoba, Saskatchewan, Ontario, Québec,Nova Scotia, New Brunswick, Prince Edward Island and Newfoundland (the "Jurisdictions")has received an application from 01 Communique Laboratory Inc. (the "Filer") for adecision under the securities legislation and policies of the Jurisdictions (the "Legislation")that the provisions of section 4.1(1)(c) of National Policy Statement No. 47 ("NPS 47") andthe corresponding provisions of the securities legislation of Quebec (together, the "MarketCapitalization Requirement") be waived to permit the Filer to participate in the promptoffering qualification system (the "POP System");
AND WHEREAS under the Mutual Reliance Review System for Exemptive ReliefApplications (the "System") the Ontario Securities Commission is the principal regulatorfor this application;
AND WHEREAS the Filer has represented to the Decision Makers that:
1. The Filer was formed under the Business Corporations Act (Ontario) on October 7,1992 and its registered head office is located at 1450 Meyerside Drive, Suite 500,Mississauga, Ontario, L5T 2N5.
2. The Filer's financial year end is October 31.
3. The authorized capital of the Filer consists of:
(a) an unlimited number of shares of a class designated as Common Shares(the "Equity Securities"); and
(b) an unlimited number of shares of a class designated as preference shares,issuable in series (the "Preference Shares").
4. The Equity Securities of the Filer are listed and posted for trading on the TorontoStock Exchange ("TSE").
5. As of October 31, 1999, the Filer's most recent financial year end, the Filer had19,687,094 Equity Securities issued and outstanding.
6. On October 31, 1999, persons who, either alone or together with any such person'sassociates and affiliates, beneficially owned, directly or indirectly, or exercisedcontrol or direction over more than 10% of the issued and outstanding EquitySecurities of the Filer ("Insider Shares") owned an aggregate approximating8,850,000 Equity Securities.
7. The aggregate market value of the Filer's Equity Securities as at October 31, 1999,as defined and calculated in accordance with NPS 47 did not exceed $75,000,000.
8. On December 7, 1999, the Filer issued an aggregate of 6,285,714 special warrants("Special Warrants") and on February 14, 2000 the Filer issued an aggregate of6,285,714 Common Shares and 3,142,857 Common Share purchase warrantsissuable upon the exercise of said Special Warrants.
9. The transactions referred to in paragraph 10 have significantly altered theaggregate market value of the Filer's Equity Securities such that as of March 17,2000 the Filer had 26,265,641 Equity Securities issued and outstanding.
10. Of the Equity Securities outstanding as of March 17, 2000, an aggregate of12,044,642 were Insider Shares.
11. As at March 17, 2000, the aggregate market value of the Filer's Equity Securities,as defined and calculated in accordance with NPS 47, was $152,875,739.
12. The Filer may wish to avail itself of the POP System within the next ten days andconsiders that a short form prospectus would be an appropriate vehicle for anoffering of its securities in the circumstances.
13. The Filer would be eligible to participate in the POP System if the market value ofits Equity Securities were calculated as at March 17, 2000.
AND WHEREAS under the System, this MRRS Decision Document evidences thedecision of each Decision Maker (collectively, the "Decision");
AND WHEREAS each of the Decision Makers is satisfied that the test contained inthe Legislation that provides the Decision Maker with the jurisdiction to make the Decisionhas ben met;
The Decision of the Decision Makers under the Legislation is that the MarketCapitalization Requirement be waived to permit the Filer to participate in the promptoffering qualification system provided that:
(a) the Filer complies in all other respects with the eligibility requirements of the POPSystem;
(b) the aggregated market value of the Equity Securities of the Filer, calculated inaccordance with POP System, is $75,000,000 or more on a date within sixty (60)days prior to the date of filing a preliminary short form prospectus;
(c) the eligibility certificate required to be filed in connection with the Filer's initialannual information form shall provide that the Filer satisfies the MarketCapitalization Requirement in accordance with this Decision; and
(d) this decision shall terminate on the earlier of:
(i) 140 days after the end of the Filer's financial year ended October 31, 2000;and
(ii) the date of the filing of a renewal annual information form in respect of theFiler's financial year ended October 31, 2000.
April 25th, 2000.