National Policy 11-203 Process For Exemptive Relief Applications in Multiple Jurisdictions -- subsection 1(10) of the Securities Act -- Application by issuer incorporated in the United Kingdom for a decision that it is not a reporting issuer -- Canadian resident shareholders beneficially own less than 2% of the issuer's outstanding securities and represent less than 2% of the total number of securityholders worldwide -- In the last 12 months, issuer has not conducted an offering of its securities in Canada or taken any steps that indicate that there is a market for its securities in Canada -- issuer has no plans to seek a public offering of its securities in Canada -- no securities of the issuer trade on a marketplace in Canada -- issuer's securities are listed on the NYSE, the London Stock Exchange and other European exchanges -- issuer is subject to reporting requirements under United States securities law -- issuer has issued a press release announcing that it has submitted an application for a decision that it is not a reporting issuer -- issuer has undertaken to concurrently send or provide to its securityholders resident in Canada, all disclosure material that it is required to send or provide to United States resident holders of its securities -- requested relief granted.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10).
Citation: BP p.l.c., Re, 2009 ABASC 1
January 12, 2009
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,
ONTARIO AND NOVA SCOTIA
IN THE MATTER OF
THE PROCESS FOR EXEMPTIVE RELIEF
APPLICATIONS IN MULTIPLE JURISDICTIONS
IN THE MATTER OF
The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) that the Filer be deemed to have ceased to be a reporting issuer under the Legislation in each of the Jurisdictions (the Exemptive Relief Sought).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a coordinated review application):
(a) the Alberta Securities Commission is the principal regulator for this application, and
(b) the decision is the decision of the principal regulator and evidences the decision of each other Decision Maker.
Terms defined in National Instrument 14-101 Definitions have the same meaning if used in this decision, unless otherwise defined.
This decision is based on the following facts represented by the Filer:
1. The Filer is registered in England and Wales and was formed on December 31, 1998, as a result of the merger of Amoco Corporation (incorporated in Indiana, USA in 1889) and The British Petroleum Company plc (registered in 1909 in England and Wales).
2. The Filer's registered office and worldwide headquarters is located in London, United Kingdom.
3. The Canadian management of the Filer's operations in Canada is based in Alberta. The Filer has more assets in Alberta than in any other Canadian jurisdiction.
4. The Filer has its ordinary shares listed for trading on the London Stock Exchange (as well as other European exchanges). The Filer is not in default of any filing requirements of the London Stock Exchange nor the regulatory authorities in the United Kingdom.
5. The Filer's ordinary shares represented by American Depositary Shares (the ADSs) are registered in the United States pursuant to section 12(b) of the 1934 Act. The ADSs are listed for trading in the United States on the New York Stock Exchange (the NYSE). The Filer is subject to reporting requirements under the 1934 Act and to disclosure requirements of the NYSE, and is not in default of any such reporting or disclosure requirements.
6. The Filer has made a good faith investigation to confirm the residency of the holders of its outstanding securities. Based on this investigation, the Filer has concluded that residents of Canada (a) do not directly or indirectly beneficially own more than 2% of each class or series of outstanding securities of the Filer worldwide, and (b) do not directly or indirectly comprise more than 2% of the total number of security holders of the Filer worldwide.
7. The Filer's ADSs were voluntarily delisted from the TSX as of August 15, 2008, primarily because of the low trading volume of the ADSs on the TSX. For the year ended December 31, 2007, 63,104 ADSs traded on the TSX, as compared to 1,002,993,432 ADSs traded on the NYSE.
8. The Filer's ordinary shares (including those represented by ADSs) are not now listed or posted for trading on any "marketplace" in Canada (as defined in National Instrument 21-101 Marketplace Operation). The Filer has no present intention to list its securities on any stock exchange or market in Canada.
9. The Filer has not conducted a prospectus offering of its securities in any jurisdiction in Canada in the past 12 months and has no present intention of seeking such public financing in any jurisdiction in Canada in the future.
10. The Filer is a reporting issuer under the Legislation in each of the Jurisdictions and is not in default of any of its obligations as a reporting issuer thereunder, other than the requirements:
(a) since 2004 to file the certificates relating to its quarterly reports as required under section 4.1(2) of Multilateral Instrument 52-109 Certification of Disclosure In Issuer's Annual and Interim Filings. The Filer is not in default of the requirements of section 4.1(1);
(b) since 2004 to annually file a statement of reserves data and other oil and gas information and related reports under Part 2 of National Instrument 51-101 Standards for Oil and Gas Activities; and
(c) since 2004 to disclose the reporting currency in its interim financial statements as required under section 3.4 of National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency.
11. The Filer is subject to, and in compliance with, the laws of England and Wales, those listing rules of the United Kingdom Listing Authority and those rules of the London Stock Exchange. As a "foreign private issuer" in the United States, the Filer is also governed by, and in compliance with, corporate governance and disclosure standards imposed by the SEC, the 1933 Act, the 1934 Act, the United States Sarbanes-Oxley Act of 2002 and the rule making authority of the NYSE (collectively, the US Rules).
12. The Filer is not required to file continuous disclosure documents in electronic format under National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR) and so access to the Filer's Canadian disclosure record is generally limited to manual inspection of the records maintained by or on behalf of the Decision Makers.
13. Disclosure materials required by the US Rules, which have been filed electronically through EDGAR by the Filer, are available to the Filer's security holders through the SEC's website at www.sec.gov.
14. The Filer undertakes to continue to send or provide to its security holders in Canada all disclosure material that it is required to send or provide to U.S. resident holders of the Filer's securities of the same class or series, in the same manner and at the same time that such material is required to be sent or provided to U.S. resident security holders under applicable U.S. federal securities laws or exchange requirements.
15. On December 3, 2008, the Filer issued a press release announcing that it has applied for a decision deeming it to have ceased to be a reporting issuer in the Jurisdictions and that, if the decision is granted, the Filer will no longer be a reporting issuer in any jurisdiction in Canada.
Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.
The decision of the Decision Makers under the Legislation is that the Exemptive Relief Sought is granted.