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Talisman Energy Sweden AB - MRRS Decision
Headnote
MutualReliance Review System for Exemptive Relief Applications - Applicationto be deemed to have ceased to be a reporting issuer.ApplicableAlberta Statutory Provisions
SecuritiesAct, R.S.A., 2000, c. S-4, section 153INTHE MATTER OF
THESECURITIES LEGISLATION
OFALBERTA, SASKATCHEWAN, AND ONTARIO
AND
INTHE MATTER OF
THEMUTUAL RELIANCE REVIEW SYSTEM
FOREXEMPTIVE RELIEF APPLICATIONS
AND
INTHE MATTER OF TALISMAN ENERGY SWEDEN AB
(formerly,LUNDIN OIL AB)
MRRSDECISION DOCUMENT
1.WHEREAS the local securities authority or regulator(the "Decision Maker") in Alberta, Saskatchewan, and Ontario(the "Jurisdictions") has received an application from TalismanEnergy Sweden AB ("Talisman Energy Sweden"), formerly LundinOil AB, for a decision under the securities legislation of theJurisdictions (the "Legislation") that Talisman Energy Swedenbe deemed to have ceased to be a reporting issuer under theLegislation;
2.AND WHEREAS under the Mutual Reliance ReviewSystem for Exemptive Relief Applications (the "System") theAlberta Securities Commission is the principal regulator forthis application;
3. ANDWHEREAS the Talisman Energy Sweden has represented tothe Decision Makers that: 3.1before November 19, 2001, Talisman Energy Sweden was named LundinOil AB ("Lundin Oil"); 3.2Talisman Energy Sweden was incorporated under the SwedishCompanies Act on June 16, 1987; 3.3Talisman Energy Sweden's head office is located in Stockholm,Sweden; 3.4Talisman Energy Sweden is a reporting issuer in the Jurisdictionsand became a reporting issuer in Alberta on or about December22, 1997 when it filed a securities exchange take-over bid circular; 3.5other than its failure to file interim financial statements inthe Jurisdictions for the period ended September 30, 2001, TalismanEnergy Sweden is not in default of any of the requirements underthe Legislation; 3.6the authorized share capital of Talisman Energy Sweden consistsof Class A shares (the "Class A Shares"), Class B shares (the"Class B Shares"), and Class C shares (the "Class C Shares"); 3.7in July, 2001, Talisman Energy AB ("TAB"), a wholly-owned Swedishsubsidiary of Talisman Energy Inc., made a cash offer (the "Offer")to acquire all of the outstanding securities and employee warrants(the "Employee Warrants") of Lundin Oil including, in the U.S.,the Global Depository Shares (the "GDS"), each representing aClass B Share; 3.8under the Offer, TAB acquired: 3.8.1all of the outstanding Class A Shares; 3.8.2approximately 98.1% of the outstanding Class B Shares (includingClass B shares represented by GDSs); and 3.8.3all of the outstanding Employee Warrants; 3.9in connection with the Offer, TAB subscribed for Class C Sharesand is the owner of all of the outstanding Class C Shares; 3.10in September 2001, as a result of having acquired shares and warrantsrepresenting more than 90% of the total number of shares and votesof Lundin Oil on a fully diluted basis, TAB commenced compulsoryacquisition proceedings under the Swedish Companies Actto acquire the remaining Class B Shares; 3.11on October 5, 2001, the Class B Shares and GDSs were de-listedfrom the Stockholm Stock Exchange and the Nasdaq SmallCap Market,respectively, and there are currently no securities of TalismanEnergy Sweden listed or quoted on any exchange or market; 3.12in January 2002, TAB acquired the remaining Class B Shares underthe compulsory acquisition proceedings of the Swedish CompaniesAct and now holds all of the securities of Talisman EnergySweden; 3.13other than the outstanding Class A Shares, Class B Shares, ClassC Shares, and Employee Warrants, Talisman Energy Sweden has nosecurities, including debt securities, outstanding; and 3.14Talisman Energy Sweden does not intend to seek public financingby way of an offering of its securities; 4.AND WHEREAS under the System, this MRRS DecisionDocument evidences the decision of each Decision Maker (collectively,the "Decision"); 5.AND WHEREAS each of the Decision Makers is satisfiedthat the test contained in the Legislation that provides the DecisionMaker with the jurisdiction to make the Decision has been met; 6.THE DECISION of the Decision Makers under theLegislation is that Talisman Energy Sweden is deemed to have ceasedto be a reporting issuer under the Legislation. March13, 2002. "PatriciaM. Johnston"