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Conyers Advises on Major Cayman Listing on Toronto Stock Exchange

March 2010

Conyers Dill & Pearman advised ISE Limited on its offering of 3,450,000 common shares at a price of C$6.00 per common share for gross proceeds of C$20,700,000 on the Toronto Stock Exchange. The listing was completed on February 23, 2010, and makes ISE the second ever Cayman company to list on the Toronto Stock Exchange.

The listing was done by way of a reverse triangular merger, which saw Conyers form ISE Limited, a Cayman company, which subsequently formed ISE Acquisition Corp., a California company. ISE Acquisition Corp merged with ISE Corporation, another California company, with the surviving company being ISE Corporation, as a wholly owned subsidiary of ISE Limited. Immediately after the merger, ISE Limited listed on the Toronto Stock Exchange. The subsidiary is the operating ISE company.

Kevin Butler, partner in Conyers’ Cayman Islands office advised ISE in association with lawyers from Goodwin Procter LLP and Fasken Martineau DuMoulin LLP. The offering was sold through a syndicate of underwriters co-led by Raymond James Ltd. and RBC Dominion Securities Inc., and including Cormark Securities Inc. and Jacob Securities Inc. CIBC Mellon Trust Company was the Transfer Agent & Registrar.

Kevin commented: “The shareholders of ISE Corporation became shareholders of ISE Limited thus, the “triangular part” of the merger, followed immediately by the IPO on the TSX. The complexity of this transaction required a significant degree of creativity.”

ISE Limited is a leading developer, manufacturer and distributor of hybrid-electric drive systems designed for use in heavy duty commercial vehicles. It plans to use the net proceeds from the offering research and development, capital equipment purchases, secured convertible promissory note repayment, and sales and marketing expansion.



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