INFLAZYME PHARMACEUTICALS LTD ("IZP-V") - Goldman Sachs Group, L.P. Private Placement
1. Name of Offeror Filing Report
The Goldman Sachs Group, L.P. (the "Purchaser").
2. Ownership, Control and Direction of Securities On April 30, 1999 the Purchaser purchased pursuant to a private placement under exemptions from the registration and prospectus provisions of the Securities Act (British Columbia) an aggregate of 600,000 special warrants (the "Special Warrants") of Inflazyme Pharmaceuticals Ltd. ("Inflazyme") at a price of $1.25 per Special Warrant, being in the aggregate $750,000. Each Special Warrant entitles the Purchaser to acquire one common share of Inflazyme from treasury for no additional consideration on or prior to April 26, 2000. The Special Warrants will automatically exercise on the date which is the earlier of (i) five business days from the last date on which a receipt for a final prospectus is issued by the securities regulatory authorities in the provinces in which Special Warrants are distributed by Inflazyme and (ii) April 26, 2000. Inflazyme has undertaken to file a prospectus in British Columbia, Ontario and Quebec to qualify the issuance of the common shares issuable upon exercise of the Special Warrants. Proceeds from the private placement were placed in escrow on closing and will be released to Inflazyme if receipts for the final prospectus from the securities regulatory authorities are issued and if Inflazyme obtains a listing on The Toronto Stock Exchange. If such events do not occur within 120 days of closing, the Prchaser shall have the right to either have Inflazyme repurchase from funds held in escrow the Special Warrants held by the Purchaser at a sum equal to the subscription price, together with the pro rata interest earned thereon, or to acquire, without additional consideration, 1.1 common shares of Inflazyme instead of one common share for each Special Warrant held.
As the result of such acquisition, the Purchaser beneficially owns an aggregate of 3,679,754 common shares of Inflazyme and Special Warrants to acquire an additional 600,000 common shares of Inflazyme. Assuming the exercise of the Special Warrants held by the Purchaser and the issuance of an additional 600,000 common shares, the Purchaser beneficially owns and has control and direction over 11.1% of the outstanding common shares of Inflazyme.
3. Purpose of Acquisition and Further Intentions to Increase Ownership, Control and Direction of Securities
The Purchaser acquired the Special Warrants pursuant to a private placement under exemptions from the registration and prospectus requirements of the Securities Act (British Columbia) for investment purposes. The Purchaser has no present intention to acquire additional securities of Inflazyme, other than common shares issuable upon exercise of the Special Warrants held by the Purchaser.
4. Market Where Transaction Took Place
The common shares issuable upon exercise of the Special Warrants will be issued by Inflazyme from treasury. The common shares of Inflazyme are listed on the Vancouver Stock Exchange.
5. Persons or Companies acting Jointly or in Concert with the Offeror
None. TEL: (800) 315-3660 Inflazyme Pharma Ltd. NET: www.inflazyme.com
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