Mutual Reliance Review System for ExemptiveRelief Application -- relief granted from the requirement tosend copies of an information circular to the latest addressknown for the issuer's shareholders -- issuer permitted to senda summary of the information circular, form of proxy, and anotice of meeting to its shareholders, and post the full informationcircular on its web page -- the notice of meeting will statethat the full information circular is available electronicallyor, on request, in printed form -- issuer recently emerged frombankruptcy protection and its operating subsidiary is stillin bankruptcy protection, so cost of mail out would be prohibitive.
Applicable Ontario Provisions
Securities Act, R.S.O. 1990, c. S.5, as am.,ss. 86, 88(2)(b).
IN THE MATTER OF
THE SECURITIES LEGISLATIONOF
BRITISH COLUMBIA, ALBERTAAND ONTARIO
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEWSYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
GENSCI REGENERATION SCIENCESINC.
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof British Columbia, Alberta and Ontario (collectively, the"Jurisdictions") has received an application fromGenSci Regeneration Sciences Inc. (the "Filer") fora decision under the securities legislation of the Jurisdictions(the "Legislation") that the requirement containedin the Legislation to send copies of an information circular(the "Joint Information Circular"), prepared in connectionwith a proposed plan of arrangement (the "Plan of Arrangement")involving the Filer and IsoTis S.A., to the latest address knownfor each of the Filer's shareholders shall not apply to theFiler in connection with the meeting of its shareholders tobe held to consider the Plan of Arrangement;
AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),the British Columbia Securities Commission is the principalregulator for this application;
AND WHEREAS, unless otherwise defined,the terms herein have the meaning set out in National Instrument14-101 Definitions;
AND WHEREAS the Filer has representedto the Decision Makers that:
1. the Filer was amalgamated under the BritishColumbia Company Act (the "Company Act")and has its head office in Irvine, California;
2. the Filer is a reporting issuer in eachof the Jurisdictions and is up to date with all its filingsunder the Legislation and under the Company Act;
3. the Filer will be calling an extraordinarygeneral meeting (the "Meeting") to obtain shareholderapproval of the Plan of Arrangement;
4. the Filer will be required to send over4,321 copies of the Joint Information Circular, estimatedto be over 250 pages in length, to its shareholders in connectionwith the Meeting;
5. the estimated costs per shareholder associatedwith the printing and mailing of the Joint Information Circularwill be greater than the current value of the shares ownedby many of the Filer's shareholders;
6. the Filer emerged from United States Chapter11 bankruptcy protection on August 1, 2003, but its materialsubsidiary, GenSci OrthoBiologics, Inc., which operates mostof the Filer's business, is still under United States Chapter11 bankruptcy protection;
7. the cost of sending the Joint InformationCircular to all of the Filer's shareholders would be prohibitiveto the Filer;
8. in accordance with National Policy 11-201Delivery of Documents by Electronic Means, the Filerwill ensure that:
(a) its shareholders receive written notice,by mail, that the Joint Information Circular is electronicallyavailable to them;
(b) its shareholders are provided with asummary of the Joint Information Circular (the "Summary")which will contain a succinct and clear outline of the Planof Arrangement, with references to where and how the fulltext of the Joint Information Circular may be accessed electronicallyor provided to the shareholder in printed form, free ofcharge;
(c) its shareholders have easy access tothe Joint Information Circular through SEDAR and throughthe Filer's website designated in the notice referred toin paragraph (a) or by requesting and receiving a printedcopy, free of charge, from the Filer; and
(d) the Joint Information Circular availableelectronically to shareholders is identical in its contentto the printed copy;
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 the requirement contained in the Legislationto send printed copies of the Joint Information Circular tothe latest address known for each of the Filer's shareholdersshall not apply to the Filer in connection with the Meeting,provided that the Filer ensures that:
(a) it sends by mail to its shareholders,at the latest address known to the Filer, copies of the noticeof meeting, the Summary, and a form of proxy;
(b) the notice of meeting states that theJoint Information Circular is available to the shareholderselectronically or, by request, in its printed form;
(c) its shareholders have access to the JointInformation Circular through SEDAR and through the Filer'swebsite designated in the notice of meeting or by requestingand receiving from the Filer, a printed copy, free of charge;and
(d) the Joint Information Circular availableelectronically to shareholders is identical in its contentto the printed copy.
August 18, 2003.