Exemption Orders (Discretionary)
RIDER RESOURCES INC.
2001 BCSECCOM 433
Headnote:
Mutual Reliance Review System for Exemptive Relief Applications - Relief from the identical consideration requirement in connection with a take over bid where a small number of the holders of the class of securities subject to the bid reside outside of Canada.
Applicable British Columbia Provisions
Securities Act, R.S.B.C. 1996, c. 418, ss. 107(1), 114(2)(c)
IN THE MATTER OF THE SECURITIES LEGISLATION OF ALBERTA, BRITISH COLUMBIA AND ONTARIO
AND
IN THE MATTER OF THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF RIDER RESOURCES INC.
AND
IN THE MATTER OF ROBERTS BAY RESOURCES LTD.
MRRS DECISION DOCUMENT
1. WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of British Columbia, Alberta, and Ontario (the "Jurisdictions") has received an application from Rider Resources Inc. ("Rider" or the "Applicant") for a decision under the securities legislation of the Jurisdictions (the "Legislation") that in connection with Rider’s offer (the “Offer”) to purchase all of the issued and outstanding common shares (the “Common Shares”) of Roberts Bay Resources Ltd. (“Roberts Bay”) and Common Shares issued on the exercise of currently outstanding options or other rights to purchase Common Shares on the basis of one common share of Rider (“Rider Shares”) for every three Common Shares, Rider shall be exempt from the requirement in the Legislation to offer all holders of the same class of securities identical consideration (the “Identical Consideration Requirement”) insofar as certain holders of Common Shares who accept the Offer will receive the cash proceeds from the sale of Rider Shares in accordance with the procedure described in paragraph 3.13 below, instead of receiving Rider Shares;
2. AND WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the “System”) the Alberta Securities Commission is the principal regulator for this application;
3. AND WHEREAS the Applicant has represented to the Decision Makers that:
3.1 Rider is a public company incorporated under the Business Corporations Act (Alberta) and Rider’s head office is located in Calgary, Alberta;
3.2 the Rider Shares are listed on The Toronto Stock Exchange (the “TSE”) and Rider is a reporting issuer for the purposes of certain Canadian securities legislation;
3.3 Rider is not in default of any requirement of the Legislation;
3.4 Roberts Bay is a public company incorporated under the Business Corporations Act (Alberta);
3.5 the Common Shares are listed on the Canadian Venture Exchange Inc. and Roberts Bay is a reporting issuer for the purposes of certain Canadian securities legislation;
3.6 Rider mailed a take-over bid circular with respect to the proposed Offer on March 30, 2001;
3.7 under the terms of the Offer, the holders of Common Shares are entitled to receive one Rider Share for every three Common Shares they hold;
3.8 the Offer is being made in compliance with the Legislation except to the extent that exemptive relief is granted;
3.9 the Rider Shares issuable under the Offer to shareholders of Roberts Bay resident in the United States (“U.S. Shareholders”) have not been and will not be registered under the UnitedStates Securities Act of 1933 and, accordingly, the delivery of Rider Shares to U.S. Shareholders without further action by Rider may constitute a violation of the laws of the United States;
3.10 the registered list of holders of the Common Shares dated February 20, 2001 indicates that U.S. Shareholders, as reflected on such list, hold approximately 0.47% of the Common Shares;
3.11 the registered list of holders of the Common Shares dated February 20, 2001 indicates that holders of Common Shares who are resident in foreign countries other than the United States (“Foreign Shareholders”) as reflected on such list, hold approximately 0.002% of the Common Shares;
3.12 each holder of Common Shares who is resident in the United States or in any other foreign country, or who appears to Rider or to CIBC Mellon Trust Company (the "Depositary") to be resident in the United States or any other foreign country, may only receive cash for his Shares unless the issuance of Rider Shares is permitted under local securities laws in such foreign country without being registered or qualified for issuance;
3.13 Rider proposes to deliver Rider Shares to the Depositary for sale of such Rider Shares by the Depositary on behalf of U.S. Shareholders and Foreign Shareholders, and all Rider Shares that the Depositary is requires to sell will be pooled and sold by the Depositary through the TSE in a manner that is intended to minimize any adverse effect such a sale could have on the market price of Rider shares as soon as reasonably possible after the date Rider first takes up any of the Roberts Bay Shares tendered by U.S. Shareholders or Foreign Shareholders; as soon as reasonably possible after completion of such sale, and in any event no later than three business days after completion of such sale, the Depositary will deliver to each U.S. Shareholder and each Foreign Shareholder whose Rider Shares have been sold by the Depositary a cheque in Canadian funds in an amount equal to the pro rata share of the proceeds of sale (net of all applicable commissions and withholding taxes) of such U.S. Shareholder or such Foreign Shareholder, as the case may be, of all Rider Shares sold by the Depositary;
4. AND WHEREAS under the System, this MRRS Decision Document evidences the decision of each Decision Maker (collectively, the “Decision”);
5. 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;
6. THE DECISION of the Decision Makers under the Legislation is that in connection with the Offer, Rider is exempt from the Identical Consideration Requirement, insofar as U.S. Shareholders and Foreign Shareholders who accept the Offer will receive the cash proceeds from the Depositary’s sale of the Rider Shares in accordance with the procedure set out in paragraph 3.13 above, instead of receiving such Rider Shares.
DATED this 20th day of April, 2001.
Stephen P. Sibold, Q.C., Chair Walter B. O’Donoghue, Q.C., Member