Mutual Reliance Review System for Exemptive Relief Applications - relief from theidentical consideration requirement in connection with a take-over bid pursuant towhich target shareholders may elect between a cash option and a securities exchangeoption - offeror's securities not qualified for distribution outside of Canada -non-Canadian target shareholder who would otherwise receive securities asconsideration for their target shares will receive the cash proceeds from the sale ofsuch securities by a depository.
Applicable Ontario Statutes
Securities Act, R.S.O. 1990 c. S.5, as am., ss. 97(1), 104(2)(c).
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
SEARCH ENERGY CORP.
IN THE MATTER OF
PALLISER ENERGY CORP.
MRRS DECISION DOCUMENT
1. WHEREAS the local securities regulatory authority or regulator (the "DecisionMaker") in each of British Columbia, Alberta, Manitoba, Ontario and Quebec (the"Jurisdictions") has received an application from Search Energy Corp.("Search") for a decision under the securities legislation of the Jurisdictions (the"Legislation") that, in connection with Search's offer (the "Offer") to purchase allof the issued and outstanding common shares (the "Palliser Shares") of PalliserEnergy Corp. ("Palliser") on the basis of $1.50 cash for each Palliser Share or0.655 of a common share of Search (a "Search Share") for each Palliser Shareor $0.75 cash and 0.3275 Search Shares for each Palliser Share, therequirement contained in the Legislation to offer all holders of the same class ofsecurities identical consideration (the "Identical Consideration Requirement")shall not apply to Non-Canadian Holders (as defined below) who receive thecash proceeds from the sale of Search Shares in accordance with the procedurein paragraph 3.7 below;
2. AND WHEREAS pursuant to the Mutual Reliance Review System for ExemptiveRelief Applications (the "System"), the Alberta Securities Commission is theprincipal regulator for this application;
3. AND WHEREAS the Applicant has represented to the Decision Makers that:
3.1 Search is a public company incorporated under the BusinessCorporations Act (Alberta). The Search Shares are listed and posted fortrading on The Toronto Stock Exchange (the "TSE").
3.2 Search is a reporting issuer in Alberta, British Columbia, Ontario, Quebecand Nova Scotia and is not in default of any of the requirements of theLegislation.
3.3 Palliser is a public company incorporated under the BusinessCorporations Act (Alberta). The Palliser Shares are listed and posted fortrading on the TSE.
3.4 Palliser is a reporting issuer in Alberta, Ontario and Quebec and is not indefault of any of the requirements of the Legislation.
3.5 According to a shareholder list dated June 23, 2000, there were tworegistered shareholders of Palliser with addresses outside of Canada (the"Non-Canadian Holders") holding in the aggregate 42,184 PalliserShares, representing approximately 0.35% of the issued and outstandingPalliser Shares.
3.6 the Search Shares issuable under the Offer have not been and will not beregistered or otherwise qualified for distribution pursuant to the securitieslegislation in the United States or any other jurisdiction outside Canada.Accordingly, the delivery of Search Shares to the Non-Canadian Holdersmay constitute a violation of the laws of the jurisdictions in which the Non-Canadian Holders reside.
3.7 Search proposes to deliver Search Shares to the Montreal TrustCompany of Canada (the "Depositary"), instead of to Non-CanadianHolders who accept the Offer, for sale of such Search Shares on behalfof Non-Canadian Holders. The Depositary will, as soon as possible aftersuch delivery, pool and sell the Search Shares on behalf of the Non-Canadian Holders. Such sale will be done through the TSE in a mannerthat is intended to minimize any adverse effect on the market price ofSearch Shares. As soon as possible after the completion of such sale, theDepositary will send to each Non-Canadian Holder a cheque equal tosuch Non-Canadian Holder's pro rata share of the proceeds of sale (netof all applicable commissions and withholding tax) of all Search sharessold by the Depositary.
3.8 the Offer is being made in compliance with the Legislation of theJurisdictions, except to the extent that exemptive relief is granted inrespect of the Identical Consideration Requirement.
4. AND WHEREAS under the System, this MRRS Decision Document evidencesthe decision of each Decision Maker ( collectively, the "Decision");
5. AND WHEREAS each of the Decision Makers is satisfied that the test containedin the Legislation that provides the Decision Maker with the jurisdiction to makethe Decision has been met;
6. THE DECISION of the Decision Makers is that in connection with the Offer,Search is exempt from the identical consideration requirement insofar as Non-Canadian Holders
who accept the Offer may receive, instead of Search Shares, the cash proceedsfrom the Depositary's sale of Search Shares in accordance with the procedureset out in paragraph 3.7 above.
DATED at Calgary, Alberta this 25th day of July, 2000."Glenda A. Campbell", Vice-Chair
"John W. Cranston, Member"