Here are the reports in their entirety:
REPORT OF ACQUISITION
Pursuant to
Section 111 of the Securities Act (British Columbia)
1. Name of Offeror Filing Report
Biotechnology Investments Limited (the "Purchaser").
2. Ownership, Control and Direction of Securities
On June 25, 1998 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 1,949,320 units (the "Units") of Inflazyme Pharmaceuticals Ltd. ("Inflazyme") at a price of $0.855 per Unit, being in the aggregate $1,666,668.60. Each Unit consists of one common share of Inflazyme and one-fifth (1/5) of one common share purchase warrant. Each whole common share purchase warrant entitles the Purchaser to acquire one additional common share of Inflazyme from treasury for additional consideration of $1.14 on or prior to December 25, 2001. As a result of such acquisition, the Purchaser beneficially owns an aggregate of 3,579,754 common shares of Inflazyme and warrants to acquire an additional 2,020,298 common shares of Inflazyme. Assuming the exercise of the warrants held by the Purchaser and the issuance of an additional 2,020,298 common shares, the Purchaser beneficially owns and has control and direction over 16.5% 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 Units 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 warrants comprising the Units.
4. Market Where Transaction Took Place
The Units were 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
Concurrently with the purchase of the Units by the Purchaser, The Goldman Sachs Group, L.P. purchased 1,949,320 Units, Royal Trust Corporation of Canada purchased 1,949,320 Units and Royal Bank Capital Corporation purchased 1,169,584 Units on identical terms.
6. Date of Press Release
A press release was issued by the Purchaser on June 29, 1998. A copy of the press release is attached hereto.
DATED the 29th day of June, 1998.
Biotechnology Investments Limited
By: (signed) "A.J. Galliene"
A.J. Galliene
By: (signed) "P.A.S. Firth"
P.A.S. Firth
NEWS RELEASE
BIOTECHNOLOGY INVESTMENTS LIMITED
P.O. Box 242, St. Peter Port House, Sausmarez Street
St. Peter Port, Guernsey, Channel Islands GY1 3PH
Tel: +44 (0)1481 719700 Fax: +44 (0)1481 727536 Telex: 4191673
For immediate release 26 June 1998
Biotechnology Investments Limited (BIL)
increases its investment in Inflazyme Pharmaceuticals Ltd.
London, 26 June 1998. Biotechnology Investments Limited announced today (26 June 1998) that it has invested a further C$1.66 million in Inflazyme Pharmaceuticals Ltd., as part of a C$6 million private placement round. Inflazyme is an early-stage, Canadian biopharmaceutical company focused on the discovery and development of drugs to combat inflammatory diseases. The proceeds will be used to fund ongoing research and development and for general and corporate purposes.
Other investors in the financing round included: The Goldman Sachs Group, L.P., Royal Bank Capital Corporation and Royal Trust Corporation of Canada. In accordance with regulatory requirements, both the company shares and warrants issued in the private placement are subject to a one year hold period expiring 25 June 1999.
Ian McBeath, President and CEO of Inflazyme stated, "I am pleased that this placement has been supported by our current institutional investors and that we can also welcome two Canadian institutions as new shareholders. The continued support from BIL, as a lead investor in biotechnology, is particularly gratifying."
BIL first invested in Inflazyme in 1997. Inflazyme is focused on the discovery and development of drugs that act through the regulation of gene expression and biochemical pathways involved in inflammatory diseases. A lead drug IPL 576 is being developed initially for asthma, with further possible indications in allergy, arthritis and psoriasis.
Information Prescribed by Section 111
of the Securities Act (British Columbia)
Name of Offeror
Biotechnology Investments Limited (the "Purchaser").
Ownership, Control and Direction of Securities
On June 25, 1998 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 1,949,320 units (the "Units") of Inflazyme Pharmaceuticals Ltd. ("Inflazyme") at a price of C$0.855 per Unit, being in the aggregate C$1,666,668.60. Each Unit consists of one common share of Inflazyme and one-fifth (1/5) of one common share purchase warrant. Each whole common share purchase warrant entitles the Purchaser to acquire one additional common share of Inflazyme from treasury for additional consideration of C$1.14 on or prior to December 25, 2001.
As a result of such acquisition, the Purchaser beneficially owns an aggregate of 3,579,754 common shares of Inflazyme and warrants to acquire an additional 2,020,298 common shares of Inflazyme. Assuming the exercise of the warrants held by the Purchaser and the issuance of an additional 2,020,298 common shares, the Purchaser beneficially owns and has control and direction over 16.5% of the outstanding common shares of Inflazyme.
Purpose of Acquisition and Further Intentions
to Increase Ownership, Control and Direction of Securities
The Purchaser acquired the Units 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 warrants comprising the Units.
Market Where Transaction Took Place
The Units were issued by Inflazyme from treasury. The common shares of Inflazyme are listed on the Vancouver Stock Exchange.
Persons or Companies acting Jointly or in Concert with the Offeror
Concurrently with the purchase of the Units by the Purchaser, The Goldman Sachs Group, L.P. purchased 1,949,320 Units, Royal Trust Corporation of Canada purchased 1,949,320 Units and Royal Bank Capital Corporation purchased 1,169,584 Units on identical terms.
Note to Editors
BIL, established in 1981, was Europe's first specialist biotech investment company, backing companies world-wide with an emphasis on early-stage and unquoted companies. Rothschild Asset Management Limited are the investment advisers to BIL in the UK, Domain Associates are the US investment advisers. BIL shares are quoted on the London Stock Exchange.
Further information:
Fiona Brown Focus Communications 0171 600 1392
Michael Liggett (CFO) Inflazyme Pharmaceuticals 011 800 315 3660
This press release is approved by Rothschild Asset Management Limited, which is regulated by IMRO.
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REPORT OF ACQUISITION
Pursuant to
Section 111 of the Securities Act (British Columbia)
1. Name of Offeror Filing Report
The Goldman Sachs Group, L.P. (the "Purchaser").
2. Ownership, Control and Direction of Securities
On June 25, 1998 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 1,949,320 units (the "Units") of Inflazyme Pharmaceuticals Ltd. ("Inflazyme") at a price of $0.855 per Unit, being in the aggregate $1,666,668.60. Each Unit consists of one common share of Inflazyme and one-fifth (1/5) of one common share purchase warrant. Each whole common share purchase warrant entitles the Purchaser to acquire one additional common share of Inflazyme from treasury for additional consideration of $1.14 on or prior to December 25, 2001. As a result of such acquisition, the Purchaser beneficially owns an aggregate of 3,579,754 common shares of Inflazyme and warrants to acquire an additional 2,020,298 common shares of Inflazyme. Assuming the exercise of the warrants held by the Purchaser and the issuance of an additional 2,020,298 common shares, the Purchaser beneficially owns and has control and direction over 16.5% 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 Units 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 warrants held by the Purchaser.
4. Market Where Transaction Took Place
The Units were 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
Concurrently with the purchase of the Units by the Purchaser, Biotechnology Investments Limited purchased 1,949,320 Units, Royal Trust Corporation of Canada purchased 1,949,320 Units and Royal Bank Capital Corporation purchased 1,169,584 Units on identical terms.
6. Date of Press Release
A press release was issued by the Purchaser on June 26, 1998 A copy of the press release is attached hereto.
DATED the 26th day of June, 1998.
The Goldman Sachs Group, L.P.
By: The Goldman Sachs Corporation
By: (signed) "J. David Rogers"
J. David Rogers
Press Release of
The Goldman Sachs Group, L.P.
Pursuant to
Section 111 of the Securities Act (British Columbia)
June 26, 1998
1. Name of Offeror
The Goldman Sachs Group, L.P. (the "Purchaser").
2. Ownership, Control and Direction of Securities
On June 25, 1998 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 1,949,320 units (the "Units") of Inflazyme Pharmaceuticals Ltd. ("Inflazyme") at a price of $0.855 per Unit, being in the aggregate $1,666,668.60. Each Unit consists of one common share of Inflazyme and one-fifth (1/5) of one common share purchase warrant. Each whole common share purchase warrant entitles the Purchaser to acquire one additional common share of Inflazyme from treasury for additional consideration of $1.14 on or prior to December 25, 2001
As a result of such acquisition, the Purchaser beneficially owns an aggregate of 3,579,754 common shares of Inflazyme and warrants to acquire an additional 2,020,298 common shares of Inflazyme. Assuming the exercise of the warrants held by the Purchaser and the issuance of an additional 2,020,298 common shares, the Purchaser beneficially owns and has control and direction over 16.5% 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 Units 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 warrants held by the Purchaser.
4. Market Where Transaction Took Place
The Units were 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
Concurrently with the purchase of the Units by the Purchaser, Biotechnology Investments Limited purchased 1,949,320 Units, Royal Trust Corporation of Canada purchased 1,949,320 Units and Royal Bank Capital Corporation purchased 1,169,584 Units on identical terms.
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