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Ovintiv Inc.

2022-03-09 | Decision | 11-102, 11-203, 62-104 | Mergers and acquisitions | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ovintiv-inc-2

National Instrument 62-104 Take-Over Bids and Issuer Bids, Part 2 and s. 6.1.


The Alberta Securities Commission, acting as the principal regulator under the Passport System, granted Ovintiv Inc. an exemption from certain issuer bid requirements for purchasing its common shares through U.S. markets. This decision allows Ovintiv to exceed the 5% limit set by National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104) for purchases outside of designated exchanges, provided that the aggregate purchases do not surpass 10% of the public float as per the TSX normal course issuer bid (NCIB) rules.

The exemption is contingent on Ovintiv maintaining its status as a U.S. and SEC foreign issuer, adhering to U.S. market rules, disclosing its intentions in TSX notices, and complying with Canadian trading rules. The exemption is valid for 36 months from the decision date and is subject to conditions ensuring that the total shares acquired across all markets do not exceed regulatory limits. The decision is based on the understanding that the repurchases are in the best interests of Ovintiv and will not adversely affect the company or its shareholders.