The Securities Commission granted Advantage Energy Ltd. an exemption from Section 2.32(4) of National Instrument 62-104 Take-over Bids and Issuer Bids, which requires an issuer to take up all securities deposited and not withdrawn under an issuer bid before extending the offer. This exemption was sought in connection with Advantage Energy Ltd.’s proposed purchase of a portion of its outstanding common shares through a modified Dutch auction, with a maximum aggregate purchase price of $100,000,000.
The exemption allows the company to extend the offer without first taking up all shares if the aggregate purchase price for validly tendered shares is less than $100,000,000, provided that the company takes up and pays for the shares in the manner described in the issuer bid circular. The exemption is contingent upon the company’s eligibility to rely on the Liquid Market Exemption under Multilateral Instrument 61-101 and the issuance of a press release announcing the receipt of the exemption no later than one business day following its receipt.
The decision is based on representations by Advantage Energy Ltd., including the structure of the offer, the auction procedures, the determination of the purchase price, and the conditions for share tenders and withdrawals. The exemption was granted under the securities legislation of Alberta and Ontario, with the Alberta Securities Commission acting as the principal regulator and the decision evidencing the decision of the securities regulatory authority in Ontario.