The Alberta Securities Commission, acting as the principal regulator, granted Imperial Oil Limited (the Filer) an exemption from certain requirements in connection with its proposed issuer bid to purchase a portion of its outstanding common shares. The exemptions pertain to the proportionate take-up and payment requirements, the related disclosure obligations, and the extension take-up requirement as stipulated in National Instrument 62-104 Take-Over Bids and Issuer Bids.
The Filer plans to conduct a modified Dutch auction to determine the purchase price per share, with a specified aggregate purchase price of up to $1,500,000,000. Shareholders can tender shares at specified prices within a predetermined range or agree to a purchase price determined by the auction. The Filer will purchase shares at the lowest price that enables it to reach the specified dollar amount, with provisions for pro rata purchase and full purchase of odd-lot tenders.
The exemption allows the Filer to extend the offer without first taking up all shares if the aggregate purchase price for tendered shares is less than the auction tender limit amount. This is necessary due to the confidentiality of tender information until the purchase price is determined and to comply with U.S. Regulation 14E, which requires prompt payment for shares at the offer’s expiry without allowing for the extension mechanism required by Canadian regulations.
The Filer is relying on the liquid market exemption for issuer bids, indicating a reasonable expectation that a liquid market for the shares will exist post-offer. The decision requires the Filer to comply with certain conditions, including taking up and paying for shares as described, eligibility for the liquid market exemption, prompt announcement of the exemption receipt, and compliance with U.S. Regulation 14E.