Pioneer Natural Resources Canada Inc. and Pioneer Natural Resources Company - MRRS Decision
Headnote
Mutual Reliance Review System for ExemptiveRelief Applications - Decision declaring corporation to be nolonger a reporting issuer following the acquisition of all ofits outstanding securities by another issuer.
Applicable Ontario Statutory Provisions
Securities Act, R.S.O. 1990, c. S.5, as am.,s. 83.
IN THE MATTER OF
THE SECURITIES LEGISLATIONOF
ALBERTA, BRITISH COLUMBIA,SASKATCHEWAN,
MANITOBA, ONTARIO, QUEBEC,NOVA SCOTIA
AND NEWFOUNDLAND AND LABRADOR
AND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEWSYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF
PIONEER NATURAL RESOURCESCANADA INC. AND
PIONEER NATURAL RESOURCESCOMPANY
MRRS DECISION DOCUMENT
1. WHEREAS the local securities regulatoryauthority or regulator (the Decision Maker) in each of theprovinces of Alberta, British Columbia, Saskatchewan, Manitoba,Ontario, Quebec, Nova Scotia and Newfoundland (the Jurisdictions)has received an application from Pioneer Natural ResourcesCanada Inc. (Pioneer Canada) and Pioneer Natural ResourcesCompany (PNRC) for a decision pursuant to the securities legislationof the Jurisdictions (the Legislation) that Pioneer Canadaand PNRC be deemed to have ceased to be reporting issuersor equivalent under the Legislation;
2. AND WHEREAS pursuant to the MutualReliance Review System for Exemptive Relief Applications (theSystem) the Alberta Securities Commission is the principalregulator for this application;
3. AND WHEREAS PNRC has representedto the Decision Makers that:
3.1 PNRC is incorporated under the lawsof Delaware and pursuant to Order #97/11/508 of the AlbertaSecurities Commission and similar orders of the BritishColumbia, Saskatchewan, Manitoba, Quebec and Nova Scotiasecurities commissions (collectively, the Commission Orders)which were issued in accordance with the Arrangement (definedbelow) declared that, among other things, PNRC was deemedto be a reporting issuer in such provinces on December 18,1997, the effective date of the Arrangement and in Ontarioand Newfoundland PNRC became a reporting issuer or the equivalentthereof pursuant to the operation of law;
3.2 the head office of PNRC is located at5205 N. O'Connor Blvd., Suite 1400, Irving, Texas, U.S.A.;
3.3 the authorized capital of PNRC consistsof 100,000,000 shares of preferred stock, par value $0.01,and 500,000,000 shares of common stock, par value $0.01(the PNRC Shares) of which one preferred share and approximately119.58 million PNRC Shares are outstanding as of January29, 2003;
3.4 the PNRC Shares are currently listedand posted for trading on the New York Stock Exchange (theNYSE) and were delisted from trading on the Toronto StockExchange (the TSX) on December 31, 2002;
3.5 no securities of PNRC are listed orquoted on any exchange in Canada;
3.6 PNRC is subject to and in compliancewith the reporting requirements of applicable United Statessecurities legislation and the NYSE;
3.7 all of the shareholders of PNRC residentin Canada (whether registered or unregistered) will continueto be provided with the same continuous disclosure documentsthat are provided to shareholders of PNRC resident in theUnited States, including annual audited financial statements;
3.8 on September 3, 1997, PNRC and ChauvcoResources Ltd. (Chauvco) entered into a combination agreementpursuant to which the businesses of Pioneer Natural Resources(Canada) Ltd., a predecessor to Pioneer Canada, and Chauvcowere combined pursuant to a plan of arrangement (the "Arrangement")under the Business Corporations Act (Alberta) (theABCA);
3.9 as of June 17, 2003, there are fewerthan 50 holders of PNRC Shares resident in Canada, holdingless than 0.3%, in aggregate, of the currently issued andoutstanding PNRC Shares, with 15 or fewer holders of PNRCShares resident in any one of the Jurisdictions;
3.10 as of May 9, 2003 PNRC was not in defaultof the securities legislation of the Jurisdictions;
3.11 other than the PNRC Shares, certainnotes held primarily by U.S. resident investors, the preferredshare and certain securities under its incentive plans,PNRC has no securities outstanding; and
3.12 as of the date hereof, PNRC does notcurrently intend to seek public financing by way of an offeringof its securities in Canada;
4. AND WHEREAS Pioneer Canada has representedto the Decision Makers that:
4.1 Pioneer Canada was incorporated as PioneerNatural Resources (Canada) Ltd. under the laws of BritishColumbia. As part of the Arrangement, Pioneer Canada wascontinued under the ABCA on December 18, 1997. On January1, 1999 Pioneer Canada amalgamated with Pioneer NaturalResources (Canada) Ltd., PNRC Oil & Gas Ltd. and PioneerPetroleum (TRI) Ltd. and continued under the name PioneerNatural Resources Canada Inc. On January 1, 2001, PioneerCanada amalgamated with its wholly-owned subsidiary CR InternationalLimited;
4.2 pursuant to the terms of the CommissionOrders, Pioneer Natural Resources (Canada) Ltd., a corporatepredecessor to Pioneer Canada, was deemed to be a reportingissuer in the Province of Alberta and in British Columbia,Saskatchewan, Manitoba, Ontario, Quebec, Nova Scotia andNewfoundland. However, the Commission Orders exempted PioneerCanada from the continuous disclosure requirements of applicableprovincial securities legislation provided that, among otherthings:
(a) PNRC sent copies of all disclosurematerial of PNRC to Canadian resident holders of ExchangeableShares of Pioneer Canada which was provided to U.S. residentholders of PNRC Shares;
(b) PNRC filed all continuous disclosuredocuments of PNRC which were required to be filed by itwith the United States Securities and Exchange Commissionpursuant to applicable U.S. securities legislation withthe securities commissions in Canada; and
(c) PNRC remained the direct or indirectholder of all shares of Pioneer Canada, other than theExchangeable Shares.
4.3 the principal office of Pioneer Canadais located at 2900, 255 -- 5th Avenue S.W., Calgary,Alberta and its registered office is located at 3700, 400-- 3rd Avenue S.W., Calgary, Alberta;
4.4 the authorized share capital of PioneerCanada consists of an unlimited number of common shares(the Common Shares) and an unlimited number of exchangeableshares (the Exchangeable Shares);
4.5 as of the date hereof all of the issuedand outstanding share capital of Pioneer Canada, is heldby Pioneer International Resources Company, a wholly-ownedsubsidiary of PNRC;
4.6 pursuant to the Arrangement, ExchangeableShares were issued to those shareholders of Chauvco whoelected to receive such exchangeable shares as partial considerationfor their Chauvco common shares;
4.7 on December 18, 2002:
(a) all of the then issued and outstandingExchangeable Shares were automatically redeemed in accordancewith their terms in exchange for PNRC Shares (the AutomaticRedemption); and
(b) the Exchangeable Shares were delistedfrom trading on the TSX;
4.8 there are no securities of Pioneer Canadalisted or quoted on any exchange;
4.9 after the completion of the AutomaticRedemption, PNRC became the indirect holder of all of thesecurities of Pioneer Canada;
4.10 Pioneer Canada has no securities whichare held by members of the public, including debt securities,outstanding, other than the Common Shares;
4.11 Pioneer Canada is not in default ofthe securities legislation of the Jurisdictions;
4.12 Pioneer Canada does not currently intendto seek public financing by way of an offering of its securitiesin Canada;
5. AND WHEREAS under the System, thisMRRS Decision Document evidences the decision of each DecisionMaker (collectively, the Decision);
6. AND WHEREAS each of the DecisionMakers is satisfied that the test contained in the Legislationthat provides the Decision Maker with the jurisdiction tomake the Decision has been met;
7. THE DECISION of the Decision Makersunder the Legislation is that Pioneer Canada and PNRC aredeemed to have ceased to be a reporting issuers or the equivalentunder the Legislation.
July 28, 2003.
"Patricia M. Johnston"