Securities Law & Instruments


Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – exemption from the requirements of National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities – less than 10% of issuer’s security holders in any class or series are resident of Canada – less than 10% of any class or series of issuer’s securities are beneficially owned by residents of Canada – relief conditional on issuer complying with oil and gas disclosure requirements of the SEC and the NYSE and filing such disclosure, and other conditions.

Applicable Legislative Provisions

National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities, s. 8.1.

Citation: Re Exxon Mobil Corporation, 2017 ABASC 30

February 23, 2017

IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ALBERTA AND ONTARIO
(the Jurisdictions)

AND

IN THE MATTER OF
THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF
EXXON MOBIL CORPORATION
(the Filer)

DECISION

Background

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 be exempted from the requirements of National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities (NI 51-101) (the Exemption Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):

(a)           the Alberta Securities Commission is the principal regulator for this application;

(b)           the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia; and

(c)           this decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

Terms defined in National Instrument 14-101 Definitions, MI 11-102 or National Instrument 13-101 System for Electronic Document Analysis and Retrieval have the same meaning if used in this decision, unless otherwise defined herein.

Representations

This decision is based on the following facts represented by the Filer:

1.             The Filer is a corporation governed by the laws of the State of New Jersey, with its head office in Irving, Texas. The Alberta Securities Commission was selected as principal regulator because the head office of Imperial Oil Limited (Imperial Oil), a Canadian subsidiary of the Filer, is located in Calgary, Alberta.

2.             Divisions and affiliated companies of the Filer operate or market products in the United States and most other countries of the world. Their principal business is energy, involving exploration for, and production of, crude oil and natural gas, manufacture of petroleum products and transportation and sale of crude oil, natural gas and petroleum products.

3.             The Filer is a reporting issuer in the provinces of British Columbia, Alberta and Ontario (collectively, the Reporting Jurisdictions), and is not in default of securities legislation in any jurisdiction of Canada. The Filer became a reporting issuer in the Reporting Jurisdictions upon completion of a plan of arrangement under Section 195 of the Business Corporations Act (Yukon) pursuant to which the Filer acquired all of the issued and outstanding common shares of InterOil Corporation.

4.             The Filer's authorized capital stock consists of 9,000,000,000 shares of common stock (Common Shares) and 200,000,000 shares of preferred stock, without par value (Preferred Shares). As of the date hereof, no Preferred Shares are outstanding.

5.             The Filer has issued various notes over a number of years under its U.S. shelf registration statement (the Notes).

6.             The Common Shares and the Notes are registered under the 1934 Act. The Common Shares are listed on the New York Stock Exchange (the NYSE) under the symbol "XOM".

7.             The Filer is subject to and is in compliance with all requirements applicable to it imposed by the SEC, the 1933 Act, the 1934 Act, the United States Sarbanes-Oxley Act of 2002 and the rules of the NYSE (collectively, the US Rules).

8.             The Filer prepares disclosure with respect to its oil and natural gas activities (the Oil and Gas Disclosure) in accordance with the US Rules.

9.             The Filer qualifies as an “SEC foreign issuer” under National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers (NI 71-102), and as such relies on and complies with the exemptions from Canadian continuous disclosure requirements afforded to SEC foreign issuers under Part 4 of NI 71-102.

10.          The Filer has made a good faith investigation to confirm the residency of the holders of its outstanding securities. The i[nvestigation included obtaining geographical surveys of beneficial holders of Common Shares and Notes from Broadridge Financial Solutions Inc., a list of registered holders of Common Shares from Computershare Trust Company, N.A. and a breakdown of the residency of initial investors for each series of the Notes from J.P. Morgan Securities LLC. Based on this investigation, the Filer has concluded that residents of Canada:

(a)           do not directly or indirectly beneficially own more than 10% of the aggregate number of the Common Shares,

(b)           do not directly or indirectly beneficially own more than 10% of the aggregate principal amount of any class or series of the Filer Notes, and

(c)           do not directly or indirectly comprise more than 10% of the aggregate number of registered and beneficial holders of the Common Shares or any class or series of the Notes.

11.          None of the Common Shares or the Notes are listed for trading on any "marketplace" in Canada (as such term is defined in National Instrument 21-101 Marketplace Operation), and the Filer has no current intention to list the Common Shares or the Notes on any marketplace in Canada.

Decision

Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.

The decision of the Decision Makers under the Legislation is that the Exemption Sought is granted for so long as:

(a)           residents of Canada do not directly or indirectly beneficially own more than 10% of the Common Shares or of any class or series of securities issued by the Filer;

(b)           residents of Canada do not directly or indirectly beneficially own more than 10% of the aggregate principal amount of any class or series of Notes or more than 10% of the aggregate principal amount of any class or series of other notes or debt instruments issued by the Filer;

(c)           residents of Canada do not directly or indirectly comprise more than 10% of the aggregate number of registered and beneficial holders of any class or series of securities of the Filer;

(d)           residents of Canada do not directly or indirectly beneficially own more than 10% of the aggregate outstanding number of any class or series of securities issued by any subsidiary of the Filer (other than Imperial Oil);

(e)           residents of Canada do not directly or indirectly beneficially own more than 10% of the aggregate principal amount of any notes or debt instruments issued by any subsidiary of the Filer (other than Imperial Oil);

(f)            residents of Canada do not directly or indirectly comprise more than 10% of the aggregate number of registered and beneficial holders of any class or series of securities issued by any subsidiary of the Filer (other than Imperial Oil);

(g)           the Filer continues to comply with the US Rules in connection with its oil and natural gas activities;

(h)           the Filer issues in Canada, and files on SEDAR, a news release stating that it will provide the Oil and Gas Disclosure in accordance with the US Rules rather than in accordance with NI 51-101; and

(i)            the Filer files the Oil and Gas Disclosure with the securities regulatory authority or regulator in each of the Reporting Jurisdictions as soon as practicable after the earlier of the date the Oil and Gas Disclosure is required to be filed under the US Rules and the date it is filed with the SEC.

“Tom Graham, CA”
Director
Corporate Finance