The Alberta Securities Commission granted Baytex Energy Corp. relief from the formal issuer bid requirements under National Instrument 62-104. Baytex sought to conduct a normal course issuer bid (NCIB) through the Toronto Stock Exchange (TSX) and New York Stock Exchange (NYSE). The relief allows Baytex to purchase its common shares on U.S. markets beyond the 5% limit imposed by the Published Markets Exemption, up to the TSX NCIB rules’ maximum aggregate limit of 10% of the public float.
Key Facts:
– Baytex is a reporting issuer in Canada and the U.S., with shares listed on the TSX and NYSE.
– Baytex completed a significant acquisition, increasing its U.S. shareholder base and trading volume on U.S. markets.
– The company initiated a NCIB to repurchase up to 10% of its public float.
– Baytex’s trading volume on U.S. markets surpassed that on the TSX, prompting the need for relief from the 5% limit on U.S. market purchases.
Reasoning:
– The relief aligns with the TSX NCIB rules and U.S. regulations, ensuring compliance with market manipulation safeguards.
– The decision supports Baytex’s ability to repurchase shares efficiently given the higher trading volume on U.S. markets.
Outcome:
– The exemption was granted with conditions, including compliance with U.S. and Canadian trading rules, issuance of a press release detailing the exemption, and adherence to the 10% aggregate limit over a 12-month period.
Relevant Laws:
– National Instrument 62-104 Take-Over Bids and Issuer Bids
– National Instrument 23-101 Trading Rules
– TSX NCIB Rules
– U.S. Securities Exchange Act of 1934, Rule 10b-18