Securities Law & Instruments

Headnote

Subsection 74(1) - relief from requirement of clause 3.11(2)(c) of Ontario SecuritiesCommission Rule 45-501 that all securities of a "control block" holder must be held for atleast 12 months from the date of the latest exempt purchase of securities of the subjectissuer on the basis that the tainting acquisitions did not raise the policy concerns theprovision is intended to address as the acquisitions were de minimis, the acquisitions weremade in connection with a plan of arrangement and all shares had been held by the"control block" for over 6 months.

Statutes Cited

Securities Act, R.S.O. 1990, c.S.5, as am., ss. 53, 72(5), 72(7)(b), 72(7)(c) and 74(1).

Rules Cited

Ontario Securities Commission Rule 45-501, s. 3.11(2).

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990,
CHAPTER S.5, AS AMENDED (the "Act")

AND

IN THE MATTER OF
RENAISSANCE ENERGY LTD.

RULING

 

(Subsection 74(1))

UPON the application of Renaissance Energy Ltd. ("Renaissance") to the OntarioSecurities Commission (the "Commission") for a ruling pursuant to subsection 74(1) of theAct that the proposed trades to be made by Renaissance in shares of Avid Oil & Gas Ltd.("Avid") through the facilities of The Toronto Stock Exchange ("TSE") are not subject tosection 53 of the Act, subject to certain conditions;

AND UPON considering the application of Renaissance and the recommendationof staff of the Commission,

AND UPON Renaissance having represented to the Commission as follows:

1. Renaissance was incorporated under the Companies Act (Alberta) on January 28,1982 as 285901 Alberta Ltd. and changed its name to Renaissance Energy Ltd. onJune 9, 1982. Renaissance was continued under the Business Corporations Act(Alberta) on July 26, 1985. Renaissance is a reporting issuer in each of theprovinces of Canada and its securities are listed and posted for trading on TheToronto Stock Exchange (the "TSE") under the symbol "RES".

2. On January 26, 2000, Renaissance acquired 14,061 Class "A" shares in the capitalof Avid ("Avid Class A Shares") which shares were issued to Renaissance pursuantto an arrangement between Avid, Big Bear Exploration Ltd. and 855171 Alberta Ltd.

3. Together with the 14,061 Avid Class A Shares acquired on January 26, 2000,Renaissance owns an aggregate of 8,301,561 Avid Class A Shares.

4. Prior to the January 26, 2000 issuance of Avid Class A Shares to Renaissance,Renaissance owned 8,287,500 Avid Class A Shares or 42.6% of the issued andoutstanding Avid Class A Shares. Renaissance acquired the 8,287,500 Avid ClassA Shares in connection with a share purchase by Avid of the shares of ArdentEnergy Inc. on June 17, 1999.

5. Avid was incorporated as 723573 Alberta Ltd. pursuant to the BusinessCorporations Act (Alberta) on January 13, 1997. On April 8, 1997 Avid changed itsname to Avid Oil & Gas Ltd. and on June 27, 1997 Avid amalgamated with itswholly-owned subsidiary 735815 Alberta Ltd. Avid is a reporting issuer in all of theprovinces of Canada and its Class A Shares trade on the TSE under the symbol"AVO.A". Avid has been a reporting issuer in Ontario for more than eighteenmonths.

6. Renaissance proposes to sell Avid Class A Shares through the facilities of the TSE.Each proposed trade to be made by Renaissance will be a distribution within themeaning of clause (c) of the definition of "distribution" in subsection 1(1) of the Act,requiring compliance with the registration and prospectus requirements of the Act.

7. Renaissance is proposing to enter into a plan of arrangement with Husky OilLimited ("Husky") on or about August 25, 2000 which will effectively result in theacquisition of Renaissance by Husky. With the consent of Husky, Renaissance hasundertaken to management of Avid to use its best efforts to divest itself of up tohalf of its holdings in Avid Class A Shares.

AND UPON the Commission being satisfied that to do so would not be prejudicialto the public interest;

IT IS RULED, pursuant to subsection 74(1) of the Act, that section 53 of the Actshall not apply to the sale by Renaissance of Avid Class A Shares through the facilities ofthe TSE , provided that:

(a) each trade is made in compliance with subsection 72(7) of the Act; and,

(b) Renaissance does not acquire direct or indirect ownership, control or direction overany additional Avid Class A shares after the date hereof.

August 4th, 2000.

"J. A. Geller"     "Howard I. Wetston"