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Imperial Oil Limited

2022-06-17 | Decision | 11-203 | Mergers and acquisitions | https://www.osc.ca/en/securities-law/orders-rulings-decisions/imperial-oil-limited-3

National Instrument 62-104 Take-Over Bids and Issuer Bids, ss. 2.5 and 6.1.


The Securities Commission has granted Imperial Oil Limited an exemption from the post-bid acquisition restrictions outlined in section 2.5 of National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104). This exemption allows Imperial Oil to repurchase shares from its significant shareholder, Exxon Mobil Corporation, immediately following the expiry of its substantial issuer bid (SIB), in conjunction with a normal course issuer bid (NCIB).

The exemption is contingent upon compliance with specific conditions that ensure equal treatment of Exxon Mobil and other shareholders, given U.S. securities law constraints. These conditions include limitations on the number of shares repurchased from Exxon Mobil and the requirement that such repurchases occur only if shares are also purchased from other shareholders on the same day.

The exemption was considered necessary to avoid delaying the return of capital to shareholders and to facilitate efficient capital management. The decision was made under the authority of the Alberta Securities Commission, which is the principal regulator for this application, and is also recognized by the securities regulatory authority in Ontario. The exemption is subject to the conditions that Imperial Oil adheres to the established parameters for repurchases from Exxon Mobil.