National Policy 11-203 Process For Exemptive Relief Applications in Multiple Jurisdictions --Application for a decision that the issuer is not a reporting issuer under applicable securities laws -- issuer in default of obligation to file interim financial statements and related MD&A and certification -- outstanding securities are beneficially owned, directly or indirectly, by fewer than 15 security holders in each of the jurisdictions of Canada and fewer than 51 security holders in total worldwide -- requested relief granted.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c.S.5, as am., s. 1(10)(a)(ii)
Citation: Re Oando Energy Resources Inc., 2016 ABASC 170
In the Matter of the Securities Legislation of Alberta, British Columbia and Ontario (the Jurisdictions) and In the Matter of the Process for Exemptive Relief Applications in Multiple Jurisdictions and In the Matter of Oando Energy Resources Inc. (the Filer)
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 is not a reporting issuer in 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) this 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 herein.
This decision is based on the following facts represented by the Filer:
1. The Filer is a corporation existing under the laws of the Province of British Columbia. The Filer's registered office is located in Vancouver, British Columbia and its head office is located in Calgary, Alberta.
2. The Filer is a reporting issuer in each of the Jurisdictions and upon the grant of the relief sought, it will no longer be a reporting issuer in any jurisdiction of Canada.
3. The Filer is authorized to issue an unlimited number of common shares (the Filer Shares), all of which are owned by Oando E&P Holdings Limited (the Purchaser). As at May 16, 2016, there were 796,049,213 Filer Shares outstanding. The Filer has no securities outstanding other than the Filer Shares.
4. On May 12, 2016 (the Effective Date), the Purchaser acquired all of the outstanding Filer Shares by way of a court approved plan of arrangement (the Arrangement) pursuant to Section 291 of the Business Corporations Act (British Columbia). The Arrangement was effected pursuant to an arrangement agreement dated as of December 22, 2015 between the Purchaser, the Filer and Oando PLC. The Arrangement was approved by the holders of the Filer Shares on February 25, 2016 and by the Supreme Court of British Columbia on February 26, 2016.
5. Under the terms of the Arrangement, the Purchaser acquired 100% of the outstanding Filer Shares, as follows:
(a) for cash consideration of US$1.20 per Filer Share, all of the Filer Shares, other than those owned or controlled respectively by M1 Petroleum Ltd., West African Investment Ltd. or Southern Star Shipping Company Inc. (collectively, the Institutional Investors) or Oando PLC; and
(b) for consideration of one common share of the Purchaser for each Filer Share, all of the Filer Shares owned or controlled by each of Oando PLC and the Institutional Investors.
In addition, in connection with the Arrangement, all of the Filer's outstanding stock options and share units were accelerated and then cancelled in exchange for a cash payment. The Filer's outstanding common share purchase warrants (the Warrants) were terminated in accordance with the terms of the applicable warrant indenture.
6. Consequently, the Purchaser owns 100% of the outstanding Filer Shares and the Filer has no other outstanding securities.
7. As a result of the Arrangement, the outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide.
8. The Filer is not in default of any of its obligations under the Legislation as a reporting issuer other than the obligation to file its interim financial statements, management's discussion and analysis and certification of interim filings for the interim period ended March 31, 2016 by May 16, 2016.
9. Consequently the Filer is not eligible to use the simplified procedure under Canadian Securities Administrator, Staff Notice 12-307 Applications for a Decision that an Issuer is not a Reporting Issuer or to rely on BC Instrument 11-502 Voluntary Surrender of Reporting Issuer Status.
10. At the close of market on May 16, 2016, following completion of the Arrangement, the Filer Shares and Warrants, previously listed on the Toronto Stock Exchange, were delisted.
11. No securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported.
12. The Filer has no current intention to seek financing by way of a distribution of its securities.
Each of the Decision Makers is satisfied that the decision meets the test contained 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.