Register today for OSC Dialogue 2024: Inviting, thriving and secure capital markets
GLG Life Tech Corporation – s. 144
Headnote
Application by an issuer for a revocation of a cease trade order -- Issuer subject to cease trade order as a result of its failure to file financial statements -- Issuer has brought its filings up-to-date -- Issuer is otherwise not in default of applicable securities legislation, except for certain matters which it intends to remedy -- Issuer is currently inactive, but intends to reactivate itself -- Issuer has provided an undertaking to the Commission that it will not complete (a) a restructuring transaction involving, directly or indirectly, an existing or proposed, material underlying business which is not located in Canada, (b) a reverse takeover with a reverse takeover acquirer that has a direct or indirect, existing or proposed, material underlying business which is not located in Canada, or (c) a significant acquisition involving, directly or indirectly, an existing or proposed, material underlying business which is not located in Canada, unless the issuer files a preliminary prospectus and a final prospectus with the Ontario Securities Commission and obtains receipts for the preliminary prospectus and the final prospectus from the Director under the Act.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127(1), 127(5), 127(8), 144.
IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990, CHAPTER S.5, AS AMENDED
(the Act)
AND
IN THE MATTER OF
GLG LIFE TECH CORPORATION
ORDER
(Section 144)
WHEREAS a Director of the Ontario Securities Commission (the Commission) issued a temporary cease trade order dated May 4, 2012 pursuant to paragraph 2 and paragraph 2.1 of subsection 127(1) and subsection 127(5) of the Act, as extended by an order dated May 16, 2012 (together, theCease Trade Order) pursuant to paragraph 2 and paragraph 2.1 of subsection 127(1) of the Act, which provided that all trading in and all acquisitions of the securities of GLG Life Tech Corporation (the Applicant), whether direct or indirect, shall cease until further order by the Director;
AND WHEREAS the Cease Trade Order was made on the basis that the Applicant was in default of certain filing requirements as described in the Cease Trade Order;
AND WHEREAS the Applicant was also subject to a cease trade order dated May 2, 2012 made by the Executive Director pursuant to section 164 of the Securities Act (British Columbia) (the B.C. Cease Trade Order) ordering that the trading in the securities of the Applicant cease until the B.C. Cease Trade Order is revoked by the Executive Director;
AND WHEREAS the Applicant applied to the British Columbia Securities Commission for an order for revocation of the B.C. Cease Trade Order and received an order for revocation of the B.C. Cease Trade Order on June 13, 2013;
AND WHEREAS the Applicant is also subject to a cease trade order dated July 9, 2012 made by the Director pursuant to section 148(1) of the Securities Act (Manitoba) (the Manitoba Cease Trade Order) ordering that the trading in the securities of the Applicant cease until the Manitoba Cease Trade Order is revoked by the Director;
AND WHEREAS the Applicant has applied to the Manitoba Securities Commission for an order for revocation of the Manitoba Cease Trade Order;
AND WHEREAS the Applicant has applied to the Commission pursuant to section 144 of the Act for a revocation of the Cease Trade Order;
AND WHEREAS the Applicant has represented to the Commission that:
1. The Applicant is a company incorporated under the laws of the Province of British Columbia, with its head office located in Vancouver, British Columbia.
2. The Applicant is a reporting issuer in all of the provinces of Canada except Quebec.
3. The authorized share capital of the Applicant consists of an unlimited number of common shares (theCommon Shares) of which 32,915,634 Common Shares are issued and outstanding. The Applicant also has warrants to purchase 2,645,000 Common Shares and stock options to purchase 292,926 Common Shares outstanding.
4. The Common Shares are listed on the Toronto Stock Exchange under the symbol "GLG".
5. The Applicant carries on the business of being a producer of high purity stevia extracts used in food and beverages.
6. The Cease Trade Order was issued as a result of the Applicant's failure to file a comparative financial statement for its financial year ended December 31, 2011, as required under Part 4 of National Instrument 51-102 (NI 51-102), a Form 51-102F1Management's Discussion and Analysis for the period ended December 31, 2011, as required under Part 5 of NI 51-102, and a Form 51-102F2Annual Information Form for the year ended December 31, 2011, as required under Part 6 of NI 51-102 (the Continuous Disclosure Documents).
7. The Applicant applied to the British Columbia Securities Commission and the Manitoba Securities Commission for revocation of the B.C. Cease Trade Order, and the Manitoba Cease Trade Order, respectively, and received a revocation of the B.C. Cease Trade Order on June 13, 2013.
8. The Applicant has prepared and filed all of the Continuous Disclosure Documents (such documents were filed with filing fees, where applicable) and the Company is otherwise current with respect to its continuous disclosure requirements.
9. The Applicant's SEDAR and SEDI profiles are up-to-date.
10. Except for the Cease Trade Order, the Applicant is not in default of any of its obligations as a reporting issuer under the Act or the rules and regulations made pursuant thereto.
11. The Applicant has filed a notice of meeting and record date to hold an annual meeting of shareholders of the Applicant on June 27, 2013 (the Meeting). The Applicant has provided the Commission with an undertaking that it will hold an annual meeting of shareholders of the Applicant on or before September 18, 2013. All matters relating to the Meeting will be conducted in accordance with the Business Corporations Act (British Columbia) and applicable securities legislation.
12. The Applicant has filed completed personal information and authorization forms for each director and officer of the Applicant in the form of Appendix A of National Instrument 41-101 General Prospectus Requirements. The current directors and officers of the Applicant, and how they were elected or appointed are as follows: Dr. Luke Zhang, appointed Chairman and Chief Executive Officer by directors' resolution dated June 28, 2012 and elected as a director at the Applicant's annual general meeting of shareholders held on June 28, 2012 (the 2012 Meeting); Brian Palmieri, elected as a director at the 2012 Meeting; Sophia Leung, elected as a director at the 2012 Meeting; He Fangzhen, elected as a director at the 2012 Meeting; Liu Yingchun, elected as a director at the 2012 Meeting; David Hall, elected as a director at the 2012 Meeting; Dr. Hong Zhao Guang, elected as a director at the 2012 Meeting; and Brian Meadows, appointed President and Chief Financial Officer by directors' resolution dated June 28, 2012.
13. The Applicant has provided the Commission with an undertaking that it will not complete:
(a) a restructuring transaction involving, directly or indirectly, an existing or proposed, material underlying business which is not located in Canada,
(b) a reverse takeover with a reverse takeover acquirer that has a direct or indirect, existing or proposed, material underlying business which is not located in Canada,
(c) a significant acquisition involving, directly or indirectly, an existing or proposed, material underlying business which is not located in Canada,
unless
(i) the Applicant files a preliminary prospectus and a final prospectus with the Ontario Securities Commission and obtains receipts for the preliminary prospectus and the final prospectus from the Director under the Act, and
(ii) the preliminary prospectus and final prospectus contain the information required by applicable securities legislation, including the information required for a probable restructuring transaction, reverse takeover or significant acquisition (as applicable).
14. Forthwith after the revocation of the Cease Trade Order, the Applicant will issue and file a news release and file a material change report on SEDAR disclosing the revocation of the Cease Trade Order and outlining the Applicant's future plans. The material change report will include disclosure on the Applicant's directors and officers, the Applicant's audit committee members what remedial continuous disclosure documents have been filed on SEDAR, and a description of the undertakings referred to in paragraphs 11 and 13 above.
AND UPON considering the application and the recommendation of the staff of the Commission;
AND UPON the Director is satisfied that it would not be prejudicial to the public interest to revoke the Cease Trade Order,
IT IS ORDERED, pursuant to section 144 of the Act, that the Cease Trade Order is revoked.
DATED at Toronto this 27th day of June, 2013.
"Sonny Randhawa"
Manager, Corporate Finance