HeadnoteMutualReliance Review System for Exemptive Relief Applications - issuerhas only one security holder - issuer deemed to have ceased beinga reporting issuer.
ApplicableOntario Statutory ProvisionsSecuritiesAct, R.S.O. 1990, c.S.5, as am. s. 83.
INTHE MATTER OF
THESECURITIES LEGISLATION OF
ALBERTA,SASKATCHEWAN, ONTARIO, QUÉBEC,
NOVASCOTIA, AND NEWFOUNDLAND AND LABRADOR
INTHE MATTER OF
THEMUTUAL RELIANCE REVIEW SYSTEM
FOREXEMPTIVE RELIEF APPLICATIONS
INTHE MATTER OF
WHEREAS the local securities regulatory authority orregulator (the "Decision Maker") in each of Alberta, Saskatchewan,Ontario, Québec, Nova Scotia and Newfoundland and Labrador(the "Jurisdictions") has received an application from BolidenLimited (the "Corporation") for a decision under the securitieslegislation of each of the Jurisdictions (the "Legislation")that the Corporation be deemed to have ceased to be a reportingissuer or the equivalent thereof under the Legislation;ANDWHEREAS, under the Mutual Reliance Review System forExemptive Relief Applications (the "System"), the Ontario SecuritiesCommission is the principal regulator for this application;
ANDWHEREAS the Corporation has represented to the DecisionMakers that:
1.The Corporation was incorporated under the Canada Business CorporationsAct ("CBCA") and is a reporting issuer or the equivalent in eachof the Jurisdictions.
2.The Corporation is not in default of any of the requirements ofthe Legislation.
3.The registered office of the Corporation is located in Toronto,Ontario.
4.The authorized capital of the Corporation consists of an unlimitednumber of redeemable shares (the "Redeemable Shares") and exchangeableshares (the "Exchangeable Shares"), of which no Redeemable Sharesand 85,401,311 Exchangeable Shares are issued and outstanding.
5.As a result of a statutory plan of arrangement (the "Arrangement")implemented on December 5, 2001, all of the issued and outstandingsecurities of the Corporation are owned by Boliden AB.
6.Prior to the implementation of the Arrangement, the authorizedcapital of the Corporation consisted of an unlimited number ofcommon shares ("Common Shares") and an unlimited number of preferredshares ("Preferred Shares"), issuable in series, of which 87%of the outstanding Common Shares were represented by Swedish depositoryreceipts ("SDRs") issued by Skandinaviska Enskilda Banken AB (publ)("SEB") as depository bank under an agreement dated April 27,1999 between the Corporation and SEB. Under the terms of the agreement,the rights and benefits attributable to Common Shares depositedwith SEB flowed through to the SDRs. Each SDR represented oneCommon Share.
7.The Common Shares and Preferred Shares were listed on The TorontoStock Exchange (the "TSE"). The SDRs were listed on the StockholmExchange (the "SE").
8.Under the terms of the Arrangement:
(a)the Preferred Shares were converted into Common Shares;
(b)the Common Shares were consolidated and converted into RedeemableShares and Exchangeable Shares; and
(c)each Redeemable Share was redeemed for 0.93 of an ordinary shareof Boliden AB and each Exchangeable Share was exchanged for 0.07of an ordinary share of Boliden AB.
9.On December 4, 2001, the Common Shares and Preferred Shares weredelisted from the TSE and the SDRs were delisted from the SE.
10.No securities, including debt securities, of the Corporation arelisted or quoted on any stock exchange or market.11.Other than the Exchangeable Shares, the Corporation has no securities,including debt securities, outstanding.
12.The Corporation does not intend to seek public financing by wayof an offering of its securities under a prospectus filed underthe Legislation of the Jurisdictions.
ANDWHEREAS under the System, this MRRS Decision Documentevidences the decision of each Decision Maker (collectively, the"Decision");
ANDWHEREAS each of the Decision Makers is satisfied thatthe test contained in the Legislation that provides the DecisionMaker with the jurisdiction to make the Decision has been met;
THEDECISION of the Decision Makers under the Legislationis that the Corporation is deemed to have ceased to be a reportingissuer or the equivalent thereof under the Legislation in eachof the Jurisdictions.