Exemption Orders (Discretionary)
DELANEY ENERGY SERVICES CORPORATION
2001 BCSECCOM 648
Headnote
Mutual Reliance Review System for Exemptive Relief Applications - Issuer granted relief from the requirement to send to shareholders the annual audited financial statements for fiscal 2000 concurrently with the filing of those financial statements because of an anticipated takeover bid acceptance - condition for relief that Issuer is to file a press release disclosing reasons why financials were not sent to shareholders.
Applicable British Columbia Provisions
Securities Act, R.S.B.C. 1996, c. 418, s. 91
IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO, BRITISH COLUMBIA AND ALBERTA
AND
IN THE MATTER OF THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF DELANEY ENERGY SERVICES CORPORATION
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatory authority or regulator (the “Decision Maker”) in each of Ontario, British Columbia and Alberta (the “Jurisdictions”) has received an application from Delaney Energy Services Corporation (“Delaney” or the “Filer”) for a decision under the securities legislation of the Jurisdictions (the “Legislation”) that the requirement contained in the Legislation for Delaney to send to its shareholders its comparative annual audited financial statements and the auditor’s report thereon relating to its financial year ended December 31, 2000 (the “2000 Financial Statements”) as required by the Legislation shall not apply to Delaney on the basis described below;
AND WHEREAS under the Mutual Reliance Review System for Exemptive Relief Applications (the “System”), the Alberta Securities Commission is the principal regulator for this application;
AND WHEREAS Delaney has represented to the Decision Makers that:
1. Delaney is a corporation incorporated under the laws of the Province of Alberta.
2. The registered office of the Corporation is 1515, 333-11th Avenue S.W. Calgary, Alberta, T2R 1L9.
3. Delaney is a reporting issuer, or the equivalent thereof, under the Legislation and is not, to its knowledge, in default, of any applicable requirement of the Legislation.
4. The common shares of Delaney (“Delaney Shares”) are listed and posted for trading on the Canadian Venture Exchange Inc.
5. The authorized capital of Delaney consists of an unlimited number of Delaney Shares and an unlimited number of preferred shares issuable in series. As of the date hereof, 19,196,712 Delaney Shares are issued and outstanding.
6. The fiscal year end for the Corporation is December 31.
7. Delaney is a reporting issuer that is required to concurrently send to its shareholders every financial statement required to be filed under the Legislation.
8. Delaney’s Board of Directors has approved its 2000 Financial Statements for the year ended December 31, 2000 and a press release in respect of the 2000 Financial Statements was issued on May 8, 2001.
9. Delaney intends to file the 2000 Financial Statements on or before May 22, 2001.
10. No material changes have occurred in the affairs of Delaney which would be required to be disclosed which have not been publicly disclosed.
11. On March 21, 2001, Integrated Production Services Ltd. (“IPS”) made an offer to purchase all of the outstanding Delaney Shares for $1.05 for each Delaney Share, as extended and varied on May 1, 2001 (the “Offer”). On May 7, 2001, Delaney and IPS entered into an acquisition agreement (the “Acquisition Agreement”) whereby IPS agreed to extend the Offer and Delaney agreed to recommend acceptance of the Offer by Delaney shareholders.
12. Shareholders of Delaney representing, in the aggregate, over 60% of the Delaney Shares have entered into agreements with IPS whereby such shareholders have agreed to tender their Delaney Shares to the Offer.
13. Pursuant to the extension of the Offer, the Offer will expire on May 22, 2001.
14. Delaney is not aware of any competing proposals to the Offer. Delaney expects that the Offer will be successful on May 22, 2001 and IPS will acquire all of the issued and outstanding Delaney Shares shortly thereafter.
15. Delaney expects IPS will be the only holder of Delaney securities on or before May 31, 2001.
16. Delaney filed and concurrently mailed to all holders of Delaney Shares a directors’ circular (the “Directors’ Circular”) that recommends acceptance of the Offer. The Directors’ Circular contains current information relating to the directors and senior officers of Delaney.
AND WHEREAS under the System, this MRRS Decision Document evidences the decision of each Decision Maker (collectively, the “Decision”);
AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the Decision has been met;
The Decision of the Decision Makers under the Legislation is that Delaney is exempt from the requirement to send to the shareholders of Delaney the 2000 Financial Statements provided that:
(a) Delaney will file, on or before May 22, 2001, the 2000 Financial Statements with each Decision Maker that requires such filing;
(b) Delaney will issue and file a press release concurrently with the filing of the 2000 Financial Statements, disclosing that such statements have been filed and are available to securityholders upon request, and stating the reasons why the financial statements are not being concurrently sent to security holders;
(c) in the event that anyone other than IPS holds securities of Delaney on June 11, 2001, then on that day, Delaney will send to all securityholders of Delaney the 2000 Financial Statements.
DATED in Alberta on May 22, 2001.
Agnes Lau, CA
Deputy Director, Capital Markets