The following is an overview of key developments in Canadian public markets law applicable to the oil and gas industry from October 1, 2015 to December 31, 2015.
Mergers and Acquisitions
- In CB Gold, a target was subject to a hostile bid and subsequently agreed to a friendly deal which was combined with a placement of 4% of the target’s stock to the second bidder. The BCSC cease-traded the pre-bid rights plan so as to allow for a 72 day bid period, but did not offer a view on the propriety of the placement. The first bidder continues to acquire shares of the target.
- In Canadian Oil Sands, a target was subject to a hostile bid and adopted a rights plan. The ASC cease-traded the rights plan so as to allow for a 90-day bid period. The bidder extended and then reached a friendly deal with the target and completed the acquisition of the target
- In Perpetual Energy an issuer proposed a rights offering at an 80% discount to the pre-announcement market price. This transaction was coupled with the repayment of $35 million of convertible debentures in shares at maturity, but based on the pre-rights offering share price, created a substantial dilution of the debenture holders. The ASC declined to cease trade the offering.
- The TSXV published a white paper outlining possible changes to the exchange’s rules aimed at reducing costs and attracting new listings. Proposals included eliminating certain sponsorship and shareholder approval requirements as well as improving the marketing of listed companies.
- ISS adopted new guidelines regarding TSX equity compensation plans, the number of TSX boards a director can participate in and compensation disclosure regarding external management structures.
- Ontario permitted the use of the national OM exemption in that province and certain (but not all) existing OM jurisdictions are adopting rules which harmonize their rules with the Ontario rule.
- A number of provinces implemented crowd funding rules for both reporting and non-reporting issuers.
- The ASC proposed a new fee schedule and one of the most significant changes are fees based on market capitalization.
- The CSA reminded issuers that estimates of future net revenue must be stated net of abandonment and reclamation costs.
- The CSA published the results of its review of disclosure regarding female directors and officers.
- The Supreme Court found that the three-year limitation on secondary market class actions under theOntario Securities Act continues to run until a plaintiff obtains leave to commence the action and issues a statement of claim asserting the cause of action.