Mutual Reliance Review System for Exemptive Relief Applications -- issuer is not a reporting issuer.
Applicable Ontario Statutory Provisions
Securities Act, R.S.O. 1990, c. S.5, as am.
October 9, 2007
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ALBERTA, MANITOBA, ONTARIO AND QUEBEC
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
LIONORE MINING INTERNATIONAL LTD.
MRRS DECISION DOCUMENT
The local securities regulatory authority or regulator (the "Decision Maker") in each of the Jurisdictions has received an application from the Filer for a decision pursuant to the securities legislation of the Jurisdictions (the "Legislation") that the Filer is not a reporting issuer in the Jurisdictions (the "Requested Relief").
Under the Mutual Reliance Review System for Exemptive Relief Applications,
(i) the Ontario Securities Commission is the principal regulator for the application, and
(ii) this MRRS decision document evidences the decision of each Decision Maker.
Defined terms contained in National Instrument 14-101 Definitions have the same meaning in this decision unless they are defined in this decision.
The decision is based on the following facts represented by the Filer:
1. The Filer is a corporation governed by the Canada Business Corporations Act (the "CBCA") with its head office located in Toronto, Ontario.
2. The authorized capital of the Filer consists of an unlimited number of common shares (the "Common Shares") and an unlimited number of preferred shares issuable in series. As at the date hereof, 247,077,484 Common Shares and no preferred shares of the Filer are issued and outstanding.
3. The Filer is a reporting issuer in each of the Jurisdictions.
4. On May 7, 2007, 0789970 B.C. Ltd. (the "Offeror"), a wholly-owned subsidiary of OJSC MMC Norilsk Nickel, made an offer, as varied, amended and supplemented by a notice of variation dated May 23, 2007 and as extended by four notices of extension dated June 15, 2007, June 29, 2007, July 10, 2007 and July 23, 2007, respectively, to purchase all of the outstanding Common Shares for $27.50 in cash per Common Share (the "Offer").
5. The Offer expired on August 13, 2007. In connection with the completion of the Offer, approximately 97.75% of the outstanding Common Shares were taken up and paid for by the Offeror.
6. On August 14, 2007, the Offeror commenced a compulsory acquisition under section 206 of the CBCA to acquire the remaining Common Shares not deposited under the Offer by mailing a notice of compulsory acquisition to the holders of such Common Shares. The Offeror acquired all of such remaining Common Shares with effect as of August 16, 2007.
7. On August 17, 2007, the Common Shares were de-listed from the Toronto Stock Exchange. The Common Shares were subsequently de-listed from the Botswana Stock Exchange and the London Stock Exchange on August 28, 2007 and September 12, 2007, respectively.
8. At the time the Offer was made, the Filer had US$144,000,000 aggregate principal amount of 3.80% convertible notes outstanding and listed on the Luxembourg Stock Exchange. All such notes were converted into Common Shares prior to the commencement by the Offeror of its compulsory acquisition of the Common Shares not deposited under the Offer, and the notes were de-listed from the Luxembourg Stock Exchange on September 3, 2007.
9. As a result of these transactions, all of the outstanding securities of the Filer are held by the Offeror, and no securities of the Filer are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation.
10. The Filer has no current intention to seek public financing by way of an offering of securities.
11. The Filer applied to voluntarily surrender its status as a reporting issuer in British Columbia under B.C. Instrument 11-502 Voluntary Surrender of Reporting Issuer Status, and ceased to be a reporting issuer in British Columbia effective September 24, 2007.
12. Upon the grant of the Requested Relief, the Filer will not be a reporting issuer or the equivalent in any jurisdiction of Canada.
13. The Filer is not in default of any of its obligations as a reporting issuer under the Legislation other than its obligation to file interim financial statements, related management's discussion and analysis and certificates under Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings for its second quarter ended June 30, 2007. On August 14, 2007, the last date by which the Filer was required to make such filings, the Offeror owned in excess of 90% of the Common Shares and had delivered a notice of compulsory acquisition to shareholders of the Filer who had not deposited their Common Shares under the Offer. Consequently, the Filer has not filed such documents in respect of its second quarter ended June 30, 2007.
Each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Makers with the jurisdiction to make the Decision has been met.
The decision of the Decision Makers under the Legislation is that the Requested Relief is granted.