Subsidiary of issuer exempt from requirement to pay participation fee, subject to conditions.
Securities Act, R.S.O. 1990, c. S.5, as am.
OSC Rule 13-502 Fees (2003), 26 O.S.C.B. 890.
IN THE MATTER OF
THE SECURITIES ACT, R.S.O. 1990, C. S.5,
AS AMENDED AND ONTARIO SECURITIES COMMISSION
RULE 13-502 FEES (THE "FEE RULE")
IN THE MATTER OF
CRESCENT POINT RESOURCES LTD.
(Section 6.1 of the Fee Rule)
UPON the Director having received an application (the "Application") from Crescent Point Resources Ltd. (the "Applicant" or "CPRL") seeking a decision pursuant to section 6.1 of the Fee Rule exempting CPRL from the requirement in section 2.2 of the Fee Rule to pay a participation fee;
AND UPON considering the Application and the recommendation of the staff of the Ontario Securities Commission;
AND UPON the Applicant having represented to the Director as follows:
1. CPRL was incorporated under the Business Corporations Act (Alberta) (the "ABCA") on July 22, 2003 as Crescent Point Acquisition Ltd. ("AcquisitionCo"). On September 5, 2003, as part of a plan of an arrangement (the "Arrangement") involving Crescent Point Energy Ltd. ("CPEL"), Tappit Resources Ltd. ("Tappit"), Starpoint Energy Ltd., AcquisitionCo, Crescent Point Energy Trust (the "Trust") and the shareholders of CPEL and Tappit, AcquisitionCo amalgamated with CPEL and changed its name to CPRL. Following this amalgamation on September 5, 2003, CPRL amalgamated with Tappit to complete the terms of the Arrangement. On January 6, 2004, CPRL amalgamated with Capio Petroleum Corporation and 935247 Alberta Inc.
2. The head and principal offices of CPRL are located at Suite 1800, 500 -- 4th Ave. S.W., Calgary, Alberta, T2P 2V6 and the registered office is located at Suite 3300, 421 -- 7th Ave S.W., Calgary, Alberta, T2P 4K9.
3. CPRL is an indirect wholly-owned subsidiary of the Trust.
4. CPRL has been appointed as the administrator of the Trust and has generally been delegated responsibility relating to significant management and operational decisions involving the Trust and the crude oil and natural gas properties underlying the Trust.
5. CPRL is authorized to issue an unlimited number of common shares, an unlimited number of Non-Voting Common Shares, an unlimited number of Class A Preferred Shares and an unlimited number of exchangeable shares, issuable in series (the "Exchangeable Shares"). The Trust is the sole holder of the issued and outstanding common shares and Class A Preferred Shares of CPRL. Crescent Point Commercial Trust, a wholly-owned subsidiary of the Trust, is the sole holder of the issued and outstanding Non-Voting Common Shares of CPRL. On September 5, 2003, CPRL issued a total of 2,000,000 Exchangeable Shares pursuant to the Arrangement.
6. CPRL is a reporting issuer (or equivalent) in each of the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, Nova Scotia and Newfoundland (the "Jurisdictions") and is not on the list of reporting issuers in default in any of those jurisdictions.
7. On September 2, 2003, CPRL obtained an order under the mutual reliance review system exempting CPRL from, among other things, the requirement to issue a news release and file a report upon the occurrence of a material change; file an annual report, where applicable; file interim financial statements and audited annual financial statements and deliver such statements to the security holders; file and deliver an information circular or make an annual filing in lieu of filing an information circular; file an annual information form; and provide management's discussion and analysis of financial condition and results of operations (collectively, the "Continuous Disclosure Requirements"), subject to certain conditions and, in particular, that:
7.1 the Trust send to all holders of Exchangeable Shares all disclosure material furnished to holders of Trust Units ("Unitholders") under the Continuous Disclosure Requirements;
7.2 CPRL issue a news release and file a report with the Jurisdictions upon the occurrence of a material change in respect of the affairs of CPRL that is not also a material change in the affairs of the Trust;
7.3 the Trust includes in all future mailings of proxy solicitation materials to holders of Exchangeable Shares a clear and concise statement on or appended to the front of such materials that the materials relate solely to a meeting of securityholders of the Trust, not to CPRL, describing the economic equivalency between the Exchangeable Shares and Trust Units and the right to direct voting at meetings of holders of Trust Units;
7.4 the Trust remains the direct or indirect beneficial owner of all of the issued and outstanding voting securities of CPRL; and
7.5 CPRL does not issue any preferred shares or debt obligations other than debt obligations issued to its affiliates or to banks, loan corporations, trust corporations, treasury branches, credit unions, insurance companies or other financial institutions.
8. As at August 31, 2004, 1,450,887 Exchangeable Shares remained outstanding. The outstanding Exchangeable Shares are the only securities of CPRL that are held by the public and no securities of CPRL are listed on a stock exchange in Canada or elsewhere.
9. The Exchangeable Shares are intended to be, to the extent possible, the economic equivalent of Trust Units.
10. Holders of Exchangeable Shares have the right to exchange their Exchangeable Shares for Trust Units at any time, on the basis of the exchange ratio in effect at the time of such exchange.
11. CPRL has no current intention of accessing the capital markets in the future by issuing any further securities to the public.
12. No continuous disclosure documents concerning only CPRL will be filed with the Ontario Securities Commission or any other securities commission.
13. The Trust is an open ended unincorporated investment trust governed by the laws of the Province of Alberta and created pursuant to a an amended and restated trust indenture dated as of July 22, 2003, amended and restated on August 27, 2003 and January 6, 2004, between Crescent Point and Olympia Trust Company, as trustee.
14. The Trust is authorized to issue an unlimited number of Trust Units. As at August 31, 2004 there were 1,660,511 Trust Units reserved for issuance on exchange of 1,450,887 outstanding Exchangeable Shares.
15. The Trust is a reporting issuer in all Provinces of Canada and its outstanding trust units ("Trust Units") are listed and posted for trading on the Toronto Stock Exchange under the symbol CPG.UN.
16. The Trust includes in its consolidated financial statements the Exchangeable Shares as part of the outstanding Trust Units and, on April 19, 2004, paid to the Ontario Securities Commission a Participation Fee, the calculation of which included the estimated number of trust units issuable in respect of the number of Exchangeable Shares outstanding at December 31, 2003.
17. CPRL's net assets and gross revenues represent less than 90% of the net assets and gross revenues of the Trust.
AND UPON the Director being satisfied that to do so would not be prejudicial to the public interest;
IT IS THE DECISION of the Director, pursuant to Section 6.1 of the Fee Rule, that CPRL is exempt from the requirement in section 2.2 of the Fee Rule to pay a participation fee for each of its financial years, for so long as:
1. CPRL continues to be exempt from the Continuous Disclosure Requirements;
2. all of the equity securities of CPRL (other than the Exchangeable Shares) continue to be held beneficially, directly or indirectly, by the Trust;
3. the Trust is a reporting issuer in Ontario;
4. the Trust has paid its participation fee pursuant to section 2.2 of the Fee Rule, and in calculating such fee, has included the number of the Trust Units issuable in respect of the number of Exchangeable Shares outstanding at the relevant time; and
5. CPRL does not issue any further securities to the public,
provided further that upon the further issuance of securities to the public of CPRL, a participation fee shall be immediately paid by CPRL in respect of the financial year during which the securities are issued (such fee to be pro rated to reflect the number of entire months remaining in such financial year) and in respect of subsequent financial years during which such securities remain outstanding.
September 29, 2004.