The Securities Commission has granted Gran Tierra Energy Inc. an exemption from certain issuer bid requirements, allowing the company to purchase its own shares through U.S. markets in addition to the Toronto Stock Exchange (TSX). This decision is contingent on the purchases adhering to a maximum aggregate limit similar to the TSX’s rules for normal course issuer bids (NCIBs).
Key points from the decision include:
– The exemption is based on National Instrument 62-104 Take-Over Bids and Issuer Bids, specifically sections related to issuer bids and exemptions.
– Gran Tierra Energy Inc. is a Delaware corporation with executive offices in Calgary, Alberta, and is a reporting issuer in Canada and the U.S.
– The company’s shares are listed on the TSX, NYSE American, and the London Stock Exchange.
– The TSX accepted Gran Tierra’s Notice of Intention for an NCIB to purchase up to approximately 10% of its public float.
– The exemption allows the company to exceed the 5% purchase limit on U.S. markets set by the Other Published Markets Exemption, up to the maximum aggregate share limit approved by the TSX.
– Purchases must comply with U.S. securities laws, the 1934 Act, and the rules of the U.S. markets where the purchases occur.
– The exemption is valid for 36 months from the decision date and is subject to conditions, including compliance with trading rules, price requirements, and public disclosure of the terms.
The decision ensures that Gran Tierra Energy Inc. can repurchase its shares effectively while maintaining market integrity and adhering to regulatory standards in both Canada and the U.S.