Lasmo plc - MRRS Decision
Headnote
Mutual Reliance Review Systemfor Exemptive Relief Applications - as a result of an offerand subsequent compulsory acquisition transaction, issuer hasless than five registered and beneficial security holders residentin Canada - issuer deemed to have ceased being a reporting issuer.
Applicable Ontario StatutoryProvisions
Securities Act, R.S.O. 1990,c. S. 5, as am. s. 83.
IN THE MATTER OF
THE SECURITIES LEGISLATIONOF
BRITISH COLUMBIA, ALBERTA,SASKATCHEWAN, ONTARIO,
QUÉBEC, NOVA SCOTIAAND NEWFOUNDLAND AND LABRADOR
AND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEWSYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF
LASMO PLC
MRRS DECISION DOCUMENT
WHEREAS the local securitiesregulatory authority or regulator (the "Decision Maker")in each of British Columbia, Alberta, Saskatchewan, Ontario,Québec, Nova Scotia, and Newfoundland and Labrador (the"Jurisdictions") has received an application fromLasmo plc (the "Filer"), for a decision under thesecurities legislation of each of the Jurisdictions (the "Legislation"),that the Filer be deemed to have ceased to be a reporting issuerunder the Legislation;
AND WHEREAS under theMutual Reliance Review System for Exemptive Relief Applications(the "System"), the Ontario Securities Commissionis the principal regulator for this application;
AND WHEREAS the Filerhas represented to the Decision Makers that:
1. The Filer is a corporationincorporated under the laws of England and Wales and is areporting issuer in each of the Jurisdictions. The registeredand principal executive offices of the Filer are located atEbury Bridge House, 10 Ebury Bridge Road, London, EnglandSW1W 8PZ.
2. Other than the failureto file: (1) its interim financial statements on or beforeAugust 29, 2001 for the period ending June 30, 2001; and (2)its annual financial statements on or before May 21, 2002for the year ended December 31, 2001, the Filer is not indefault of any requirement of the Legislation.
3. The authorized capitalof the Filer consists of: (1) £425,953,175, dividedinto 1,703,812,700 Ordinary Shares of 25p each; (2) £100,000,000,divided into 100,000,000 Cumulative Redeemable PreferenceShares of £1 each; and (3) US$250,000,000, divided into10,000,000 Cumulative Dollar Preference Shares, Series A ofUS$25 each. Pursuant to a trust deed issued by the Filer inAugust, 1976, the Filer is authorized to, and in August 1976issued 7,500,000 units of Oil Production ("OPS Units").
4. The Filer has 1,350,554,897Ordinary Shares (the "Ordinary Shares") and 5,562,990OPS Units issued and outstanding. The Filer has no CumulativeRedeemable Preference Shares or Cumulative Dollar PreferenceSeries A Shares issued and outstanding.
5. The Filer also has issuedand outstanding £150 million principal amount of debentures(the "Debentures") which are listed and trade onthe London Stock Exchange ("LSE"). Pursuant to therules of the LSE, the Filer's public disclosure documentsare available from the UK Financial Services Authority andCompanies House in Cardiff and London.
6. On December 21, 2000, AgipInvestments plc ("Agip"), a wholly-owned subsidiaryof Eni S.p.A., made an offer (the Offer") to purchaseall of the issued and outstanding Ordinary Shares of the Filer.By February 2, 2001, Agip owned pursuant to the Offer a totalof 1,221,832,243 Ordinary Shares, representing approximately90.88% of the Filer's issued and outstanding Ordinary Shares.
7. On March 6, 2001, Agipissued a compulsory acquisition notice to acquire all outstandingOrdinary Shares of the Filer. On April 17, 2001 Agip acquiredall of the remaining Ordinary Shares not already owned byit. Consequently, the Filer is now a wholly owned subsidiaryof Agip and an indirectly wholly-owned subsidiary of Eni S.p.A.
8. The Ordinary Shares werelisted on the LSE and the New York Stock Exchange ("NYSE"),where they traded in the form of American Depository Sharesand were evidenced by American Depository Receipts. The OrdinaryShares were also listed on the Toronto Stock Exchange andthe Montreal Exchange (the "Canadian Exchanges").
9. The Ordinary Shares werede-listed from the Canadian Exchanges on October 15, 1999,from the LSE on April 3, 2001 and from the NYSE on April 23,2001. The Filer voluntarily delisted its shares from the CanadianExchanges because the small trading volumes did not warrantthe cost to the Filer of maintaining the listings.
10. The Debentures were notpublicly offered in Canada. As of June 30, 2002, the Debentureswere held by 161 registered holders. There are no registeredholders of the Debentures resident in Canada and to the bestknowledge of the Filer, no beneficial holders of Debenturesare resident in Canada.
11. The OPS units were notpublicly offered in Canada and are listed on the LSE. As atApril 8, 2002, there were 2,557 registered holders of OPSUnits of which four (or approximately 0.156%) have addresses(as shown on the register) in Canada, holding 120 (or approximately0.002%) OPS Units. Out of the four registered Canadian holdersof OPS Units, two have addresses (as shown on the register)in Ontario and two have addresses (as shown on the register)in British Columbia. To the knowledge of the Filer (aftermaking enquiries of nominee holders), there are no beneficialholders of OPS Units resident in Canada.
12. As a result of the Offerand subsequent compulsory acquisition, to the knowledge ofthe Filer, there are less than five registered and beneficialholders of the Filer's securities resident in Canada.
13. Other than the OrdinaryShares, the Debentures and the OPS Units, the Filer has nosecurities, including debt securities, outstanding. None ofthe Filer's securities are listed or quoted on any exchangeor market in Canada.
14. The Filer does not intendto seek public financing by way of an offering of its securitiesin Canada.
AND WHEREAS under theSystem, this MRRS Decision Document evidences the decision ofeach Decision Maker (collectively, the "Decision");
AND WHEREAS each DecisionMaker is satisfied that the test contained in the Legislationthat provides the Decision Maker with the jurisdiction to makethe Decision has been met;
THE DECISION of the DecisionMakers under the Legislation is that the Filer is deemed tohave ceased to be a reporting issuer.
July 25, 2002.
"John Hughes"