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Glyko Biomedical Ltd. - MRRS Decision
Headnote
Mutual Reliance Review System for ExemptiveRelief Applications - issuer has only one security holder -issuer deemed to have ceased being a reporting issuer.
Applicable Ontario Statutory Provisions
Securities Act, R.S.O. 1990, c. S.5, as am.,s. 83.
IN THE MATTER OF
THE SECURITIES LEGISLATIONOF
ONTARIO, ALBERTA, NOVA SCOTIAAND SASKATCHEWAN
AND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEWSYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF
GLYKO BIOMEDICAL LTD.
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker")in each of Ontario, Alberta, Nova Scotia and Saskatchewan (the"Jurisdictions") has received an applicationfrom Glyko Biomedical Ltd. ("Glyko") for adecision under the securities legislation of the Jurisdictions(the "Legislation") deeming Glyko to have ceasedto be a reporting issuer or the equivalent in each of the Jurisdictions;
AND WHEREAS pursuant to the Mutual RelianceReview System ("MRRS") for Exemptive ReliefApplications (the "System"), the Ontario SecuritiesCommission is the principal regulator for this application;
AND WHEREAS Glyko has represented tothe Decision Makers that:
1. Glyko, an indirect wholly-owned subsidiaryof BioMarin Pharmaceutical Inc. ("BioMarin"),was incorporated pursuant to the Canada Business CorporationAct (the "CBCA") on June 26, 1992, andcontinued under the Company Act (British Columbia)on August 20, 2002. The registered office of Glyko is 199Bay Street, Toronto, Ontario, M5L 1A9.
2. Glyko does not have any operating activitiesor operational employees. The principal asset of Glyko isan equity position in BioMarin. As of August 21, 2002 (the"Closing Date"), Glyko held 11,367,617 sharesof BioMarin common stock, representing approximately 21.3%of the outstanding shares of BioMarin common stock.
3. The shares of BioMarin common stock heldby Glyko were issued by BioMarin to Glyko upon the inceptionand initial funding of BioMarin and upon subsequent fundingand a subsequent technology license transfer from Glyko toBioMarin.
4. Glyko's authorized capital consists ofan unlimited number of Glyko common shares. As of the ClosingDate, 34,352,823 Glyko common shares were issued and outstanding.
5. Other than its common shares, Glyko hasno other securities, including debt securities, outstanding.
6. Prior to completion of the indirect acquisitionby BioMarin of all of the issued and outstanding securitiesof Glyko by way of plan of arrangement (the "Arrangement")under section 192 of the CBCA, Glyko's common shares werelisted on the Toronto Stock Exchange (the "TSX")under the symbol "GBL".
7. Other than on the TSX, the Glyko commonshares are not listed or quoted on any other exchange or market.
8. Prior to completion of the Arrangement,Glyko was a reporting issuer or the equivalent in Ontarioand each of the other Jurisdictions and, to the best of theknowledge of Glyko, Glyko is not in default of any of therequirements of the Legislation.
9. At a special meeting of the Glyko shareholdersheld on August 15, 2002, Glyko obtained the requisite shareholderapproval for the Arrangement.
10. After obtaining the requisite approvalfor the Arrangement from the Glyko shareholders, all otherrequired consents and regulatory approvals were obtained.In this respect, a final order of the Ontario Superior Courtof Justice approving the Arrangement was granted on August16, 2002.
11. On August 20, 2002, the Arrangement waseffected by filing Articles of Arrangement with the Directorunder the CBCA. Pursuant to the Arrangement, each Glyko commonshare issued and outstanding immediately prior to the completionof the Arrangement was automatically exchanged for 0.3309shares of BioMarin common stock. This exchange was effectedon the Closing Date through the transfer of Glyko common sharesto BioMarin Acquisition (Nova Scotia) Company ("BioMarinNova Scotia") in exchange for the delivery by BioMarinNova Scotia to the former holders of Glyko common shares ofthe appropriate number of shares of BioMarin common stock.Upon the completion of the Arrangement, the only remainingGlyko common shareholder is BioMarin Nova Scotia.
12. On August 22, 2002, the Glyko common shareswere voluntarily de-listed from the TSX.
13. Glyko does not intend to seek public financingby way of an offering of its securities.
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 Makers underthe Legislation is that Glyko be deemed to have ceased to bea reporting issuer in each of the Jurisdictions pursuant tothe applicable Legislation.
November 19, 2002.
"John Hughes"