Securities Law & Instruments

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- issuer deemed to have ceased to be a reporting issuer.

Ontario Statutes

Securities Act, R.S.O. 1990, c. S.5, as am., s. 83.

IN THE MATTER OF

THE SECURITIES ACT

R.S.O. 1990, CHAPTER S.5, AS AMENDED (the "Act")

AND

IN THE MATTER OF

MURPHY OIL CORPORATION

 

ORDER

(Section 83)

UPON the application of Murphy Oil Corporation ("Murphy") to the Ontario Securities Commission (the "Commission") for an order pursuant to section 83 of the Act that Murphy be deemed to have ceased to be a reporting issuer for the purposes of Ontario securities legislation;

AND UPON considering the application and the recommendation of staff of the Commission;

AND UPON Murphy having represented to the Commission that:

1. Murphy is a corporation governed by the laws of the State of Delaware and its management and head office are located in El Dorado, Arkansas.

2. The authorized capital of Murphy consists of 200,000,000 shares of common stock at a par value of $US 1.00 per share (the "Common Shares") and 400,000 cumulative preferred shares at US$100.00 par value (the "Preferred Shares"). As of March 15, 2004, there were issued and outstanding (a) approximately 91,975,464 Common Shares and (b) no Preferred Shares.

3. The Common Shares are quoted on the New York Stock Exchange (the "NYSE").

4. Murphy is subject to and in compliance with the policies and rules of the NYSE and the reporting requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act") of the United States of America (the "US").

5. Murphy is a reporting issuer under the Act and is not in default of any requirement thereof. Murphy is not a reporting issuer in any other jurisdiction in Canada.

6. Murphy became a reporting issuer under the Act on March 15, 1993 through the listing of its Common Shares on the Toronto Stock Exchange (the "TSX").

7. The Common Shares were delisted by the TSX, at Murphy's request, effective as of the close of business on February 2, 2004.

8. No securities of Murphy are traded on a Canadian marketplace as defined in National Instrument 21-101.

9. As of March 15, 2004 the number of registered holders of Common Shares resident in Canada, excluding employees (none of whom reside in Ontario) who participate in the Company's Employee Stock Purchase Plan (the "Plan"), was 28, holding an aggregate of 20,900 Common Shares, representing, in aggregate, approximately 0.02% of the issued and outstanding Common Shares. Five of the 28 Canadian resident registered holders reside in the Province of Ontario.

10. As of March 15, 2004 the number of beneficial holders of Common Shares resident in Canada excluding employees who participate in the Plan, was 105, holding an aggregate of 182,540 Common Shares, representing, in the aggregate, approximately 0.2% of the Common Shares. Thirty-eight of the 105 Canadian resident beneficial holders, holding an aggregate of 111,440 Common Shares, representing in the aggregate 0.1% of the Common Shares, reside in the Province of Ontario.

11. As of March 15, 2004 the number of employees participating in the Employee Stock Purchase Plan residing in Canada was 54, holding an aggregate of 9,911 Common Shares, representing, in aggregate, approximately 0.01% of the issued and outstanding Common Shares. None of the employees reside in Ontario.

12. As of March 15, 2004 there are six employees (none of whom reside in Ontario) of Murphy resident in Canada who hold unexercised options to purchase 395,000 Common Shares.

13. To the best of the knowledge of Murphy, based solely on a review of its corporate records and an inquiry of its transfer agent, the securities referred to in paragraphs 9, 10, 11 and 12 are the only securities of Murphy held by residents of Canada.

14. Murphy sought a listing on the TSX for its Common Shares, and thereby became a reporting issuer under the Act, as a means of satisfying the Canadian ownership requirements under the Canada Petroleum Resources Act in order to qualify for a production licence in connection with the Hibernia Development project ("Hibernia"), a major oil development project offshore Newfoundland. Murphy's acquisition of its interest in Hibernia came following the withdrawal of Gulf Canada Resources from Hibernia. These Canadian ownership requirements were repealed on June 30, 1993.

15. TSX trading records indicate that from March 15, 1993 to February 2, 2004 there was only one trade of Common Shares, which trade took place on June 4, 1993.

16. Murphy has never offered securities to the public in Ontario or in any other jurisdiction in Canada, either by way of a public offering in accordance with the prospectus requirement or privately in accordance with an exemption from the prospectus requirement.

17. Murphy has no plans to seek public financing by offering its securities in Canada.

18. Murphy intends to maintain its listing on the NYSE.

19. Murphy is subject to the continuous disclosure requirements of the 1934 Act.

20. Murphy shareholders resident in Canada will receive the same continuous disclosure materials as Murphy shareholders resident in the US.

21. The continuous disclosure documentation of Murphy filed with the Securities and Exchange Commission in the US is readily accessible to holders of Common Shares resident in Ontario at the EDGAR website maintained by the Securities and Exchange Commission.

AND UPON the Commission being satisfied that the test contained in the Act that provides the Commission with the jurisdiction to make this Order has been met;

<IT IS ORDERED pursuant to section 83 of the Act that Murphy is deemed to have ceased to be a reporting issuer for the purposes of Ontario securities legislation.

April 2, 2004.

"H. Lorne Morphy"
"Wendell S. Wigle"