Telesta Therapeutics Inc.

Order

Headnote

National Policy 11-206 Process for Cease to be a Reporting Issuer Applications – application for a decision that the issuer is not a reporting issuer under applicable securities laws – issuer in default of its obligation to file and deliver its interim financial statements and related management’s discussion and analysis – requested relief granted.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).

National Policy 11-206 Process for Cease to be a Reporting Issuer Applications.

December 2, 2016

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO

(the Jurisdiction)

 

AND

 

IN THE MATTER OF

THE PROCESS FOR CEASE TO BE

A REPORTING ISSUER APPLICATIONS

 

AND

 

IN THE MATTER OF

TELESTA THERAPEUTICS INC.

(the Filer)

 

ORDER

Background

The principal regulator in the Jurisdiction has received an application from the Filer for an order under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).

Under the Process for Cease to be a Reporting Issuer Applications (for a passport application):

(a)           the Ontario Securities Commission (the OSC) is the principal regulator for this application, and

 

(b)           the Filer has provided notice that sub-section 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in Alberta, British Columbia, Manitoba, New Bruns-wick, Newfoundland and Labrador, Nova Scotia, Prince Edward Island, Québec and Saskatchewan.

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.

Representations

This order is based on the following facts represented by the Filer:

1.             The Filer is a corporation existing under the laws of the Canada Business Corporations Act (the CBCA).

 

2.             The Filer's head office is located in Belleville, Ontario.

 

3.             The Filer is a reporting issuer in each of the provinces of Canada.

 

4.             On August 23, 2016, the Filer entered into an arrangement agreement with ProMetic Life Sciences Inc. (the Purchaser) pursuant to which the Purchaser agreed to, among other things, acquire all of the issued and outstanding common shares of the Filer (the Common Shares) for a consideration of 0.04698 of a common share of the Purchaser per Common Share, by way of a plan of arrangement (the Arrangement) under the CBCA.

 

5.             The Arrangement was approved at the special meeting of shareholders of the Filer on October 25, 2016 and by the Superior Court of Justice of Ontario on October 28, 2016.

 

6.             The Arrangement became effective on October 31, 2016.

 

7.             The Common Shares were delisted from the Toronto Stock Exchange at the close of business on November 1, 2016.

 

8.             All Common Shares are held by the Purchaser and no person has a right to acquire Common Shares.

 

9.             The Filer has no current intention to seek public financing by way of an offering of securities in any jurisdiction in Canada.

 

10.          The Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets.

 

11.          The outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide.

 

12.          No securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported.

 

13.          The Filer is not in default of securities legislation in any jurisdiction, except for its failure to file its interim financial statements and interim management's discussion and analysis for the period ended September 30, 2016 as required under National Instrument 51-102 Continuous Disclosure Obligations and the related interim certificates as required under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (collectively, the Filings), all of which became due on November 14, 2016, after the Filer became a wholly-owned subsidiary of the Purchaser.

 

14.          The Filer is not eligible to use the simplified procedure under National Policy 11-206 Process for Cease to be a Reporting Issuer Applications as it is in default for failure to file the Filings.

 

15.          The Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer.

 

16.          Upon the granting of the Order Sought, the Filer will not be a reporting issuer in any jurisdiction in Canada.

Order

The principal regulator is satisfied that the order meets the test set out in the Legislation for the principal regulator to make the order.

The decision of the principal regulator under the Legislation is that the Order Sought is granted.

“Judith Robertson”

Commissioner

Ontario Securities Commission

“Edward P. Kerwin”

Commissioner

Ontario Securities Commission