Mutual Reliance Review System for ExemptiveRelief Applications - relief from continuous disclosure requirementsand proxy requirements subject to certain conditions - also,relief where applicable, from requirement to file an annualinformation form and send management discussion and analysisto issuer's security holders subject to certain conditions.
National Policy Statement 41 - relief from requirementsof Part IV of National Policy 41 subject to certain conditions.
Applicable Ontario Statutory Provisions
Securities Act, R.S.O. 1990, c.S.5, as am, ss.75,77, 78, 79, 80(b)(iii), 81, 85, 86, and 88.
Rules & Policies Cited
National Policy Statement 41.
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
BRITISH COLUMBIA, ALBERTA,
NOVA SCOTIA, PRINCE EDWARD ISLAND AND
NEWFOUNDLAND AND LABRADOR
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM FOR
EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker" and,collectively, the "Decision Makers") in each of BritishColumbia, Alberta, Saskatchewan, Ontario, Nova Scotia, PrinceEdward Island and Newfoundland and Labrador (the "Jurisdictions")has received an application from Boliden AB ("BAB")for:
(A) a decision under the securities legislationof the Jurisdictions (the "Legislation") that therequirements contained in the Legislation to:
(i) file with the Decision Makers and sendto its security holders audited annual financial statementsand an annual report, where applicable (the "Annual FilingRequirement");
(ii) file with the Decision Makers and send to its securityholders unaudited interim financial statements (the "InterimFinancial Statement Requirements");
(iii) issue and file with the Decision Makerspress releases and file with the Decision Makers material changereports (together, the "Material Change Requirements");and
(iv) comply with the proxy and proxy solicitationrequirements under the Legislation including filing an informationcircular or report where applicable (the "Proxy Requirements");
shall not apply to BAB, subject to the conditionsset out below;
(B) a decision under the Legislation of Ontarioand Saskatchewan that the requirements contained in OntarioSecurities Commission Rule 51-501 AIF and MD&A, and SaskatchewanInstrument 51-501 Annual Information Form and Management's Discussionand Analysis to file with the applicable Decision Makers anannual information form and send MD&A to its security holders(the "Local Requirements") shall not apply to BAB,subject to the conditions set out below; and
(C) an order pursuant to Part XII of NationalPolicy Statement 41 - Shareholder Communication ("NP 41")exempting BAB from the requirements of Part IV of NP 41, subjectto the conditions set out below;
AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),the Ontario Securities Commission is the principal regulatorfor this application;
AND WHEREAS BAB has represented to theDecision Makers that:
1. The Boliden group of companies (the "BolidenGroup") is engaged in mining, processing and selling metalsand mineral products, principally zinc and copper. Other metalsand mineral products include gold, lead, silver and sulphuricacid. The Boliden Group has mining, milling and processing operationsin Sweden and Canada and smelting and refining operations inSweden. In addition to its minerals business, the Boliden Groupis engaged in the fabrication and sale of copper tubing andbrass products with production facilities in Belgium, the Netherlands,Sweden and the United Kingdom. As at September 30, 2001, theBoliden Group had assets of approximately U.S.$1 billion.
The value of the Boliden Group's Canadian assetsand the operating income generated from Canada as at December31, 2001 and for the year ended December 31, 2001 were lessthan 5% of the consolidated assets and operating income of theBoliden Group.
2. In June and July 1997, the Boliden Groupcompleted an initial public offering and listed the common sharesof Boliden Limited, a corporation incorporated under the CanadaBusiness Corporations Act, on The Toronto Stock Exchange (the"TSE"). In May 1999, Boliden Limited obtained a listingof its common shares in the form of Swedish depository receiptson the Stockholm Exchange (the "SE"). Boliden Limitedcompleted common share rights offerings in Canada and Swedenin March 2000 and August 2001.
Following completion of the most recent rightsoffering, approximately 87% of the outstanding common sharesof Boliden Limited were represented by Swedish depository receipts.In addition, the SE had become the primary trading market.
3. In December 2001, the Boliden Group implementeda "redomiciliation transaction" intended to changethe domicile of the public company parent of the Boliden Groupfrom Canada to Sweden. The transaction was implemented by wayof plan of arrangement (the "Arrangement") under theCanada Business Corporations Act.
4. The Arrangement was approved by over 99%of the votes cast in person or by proxy at the meeting.
5. Upon completion of the Arrangement:
(a) shareholders of Boliden Limited receivedordinary shares of BAB in exchange for their shares of BolidenLimited;
(b) Boliden Limited became a wholly-owned subsidiaryof BAB; and
(c) BAB became a reporting issuer (or the equivalent)under the Legislation.
6. BAB is a company governed by the SwedishCompanies Act (1975:1385). The principal office of BAB is locatedin Sweden. The authorized share capital of BAB consists of ordinaryshares with a nominal value of SEK2 per share. The ordinaryshares of BAB are listed on the SE and the TSE. BAB has a marketcapitalization of approximately C$580 million.
7. BAB is subject to continuous disclosure requirementsunder Swedish law (the "Swedish Continuous Disclosure Requirements")which are substantially similar to those prescribed by the Legislationincluding the Annual Filing Requirement, the Interim FinancialStatement Requirements, the Material Change Requirements andthe Proxy Requirements.
8. As at March 15, 2002, 85,811,638 ordinaryshares of BAB were issued and outstanding of which:
(a) 4,404,304 ordinary shares (5.13%) wereregistered in the name of The Canadian Depository for SecuritiesLimited ("CDS");
(b) 1,080,504 ordinary shares (1.26%) wereregistered in the names of 105 shareholders resident in Canada;and
(c) 80,326,830 ordinary shares (93.61%) wereheld by residents of countries other than Canada (principally,Sweden).
The aggregate of the percentages set out inparagraphs (a) and (b) above would be less than 7% if the numberof equity securities of BAB were calculated on a fully-dilutedbasis.
9. The ordinary shares of BAB are reflectedin securities accounts ("VP Accounts") in the registerof holders maintained by VPC AB, the Swedish central securitiesdepository. Separate VP Accounts have been established for CDS(on behalf of non-registered Canadian shareholders) and a nomineecompany established by Boliden Limited (on behalf of CanadianRegistered Shareholders).
10. As a reporting issuer, BAB is subject tothe continuous disclosure requirements of the Legislation.
AND WHEREAS under the System, this MRRSDecision Document evidences the decision of each Decision Maker(collectively, the "Decision");
AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the jurisdiction to make theDecision has been met;
THE DECISION of the Decision Makersunder the Legislation is that:
A. the Annual Filing Requirement;
B. the Interim Financial Statement Requirements;
C. the Material Change Requirements; and
D. the Proxy Requirements;
shall not apply to BAB provided that:
(a) BAB files with the Decision Makers, in electronicformat through SEDAR under BAB's SEDAR profile English languagetranslations of all documents required to be filed with thesecurities regulatory authority or regulator in Sweden or withthe SE under the Swedish Continuous Disclosure Requirementsincluding:
(i) its annual and interim reports to shareholders;
(ii) its press releases; and
(iii) any materials relating to shareholdermeetings published in Sweden within 24 hours of such publication;
(b) BAB delivers copies of the English languagetranslations of all documents required to be sent to shareholdersunder the Swedish Continuous Disclosure Requirements or underthe requirements of the SE including:
(i) its annual and interim reports to shareholders;and
(ii) any materials relating to shareholdermeetings published in Sweden,
to registered Canadian shareholders and IndependentInvestor Communications Corporation ("IICC") (fordelivery to Canadian shareholders holding shares registeredin the name of CDS);
(c) BAB delivers notice of the date of all shareholdermeetings to CDS for publication in the register maintained byCDS;
(d) BAB delivers letters to registered Canadianshareholders advising such shareholders of the meeting dateand the voting mechanics required to participate in such meeting;
(e) BAB delivers letters for delivery by IICCto Canadian shareholders holding shares registered in the nameof CDS advising such shareholders of the meeting date and thevoting mechanics required to participate in such meeting;
(f) BAB complies with applicable Swedish ContinuousDisclosure Requirements and the requirements of Swedish lawrelating to proxy statements, proxies and proxy solicitationin connection with any meeting of security holders;
(g) the annual financial statements of BAB includea note reconciling Swedish generally accepted accounting principlesand Canadian generally accepted accounting principles as theypertain to BAB;
(h) all filing fees that would otherwise bepayable by BAB in connection with the Annual Filing Requirement,the Interim Financial Statement Requirements, the Material ChangeRequirements, the Proxy Requirements and the Local Requirementsare paid; and
(i) the foregoing decision and order will ceaseto be operative on such date as Proposed National Instrument71-102 - Continuous Disclosure and Other Exemptions Relatingto Foreign Issuers or similar instrument relating to foreignissuer continuous disclosure comes into effect.
May 8, 2002.
"Robert L Shirriff" "Theresa McLeod"
AND IT IS FURTHER THE DECISION of theDecision Makers pursuant to Part XII of NP 41 that the requirementsof Part IV of NP 41 shall not apply to BAB, provided that BABcomplies with the conditions set out in clauses (a), (b), (c),(d), (e), (f), (g), (h) and (i) of the Decision above.
May 8, 2002.
AND IT IS FURTHER THE DECISION of theDecision Maker in each of Ontario and Saskatchewan is that theLocal Requirements shall not apply to BAB provided that BABcomplies with the conditions set out in clauses (a), (b), (c),(d), (e), (f), (g), (h) and (i) of the first Decision above.
May 8, 2002.