RE:RE:RE:RE:Entree resources - creeping buyout by sandstorm?The following sources indicate that a party holding 20% of a company (the target), and which 20+% holder bids for further shares of the target compay, may enjoy an exemption from the requirement that it make a bid for all the rest of the shares of the target company so long as the 20+% holder does not purchase more than 5% of the target company's shares in a 12 month (calender year ?) period.
SAND now holds 20+% (~22%) of ETG and has for some time. It has not been required to make a bid for the rest of ETG. Therefore I believe SAND is likely so far not required under Canadian securities rules to make a bid for the rest of ETG it doesn't own.
However, I think it is unlikely that SAND can accumulate another ~29% of ETG within calendar 2021 without having exceeded the above 5+% rule and thereby triggering the requirement to make an offer for all the rest of ETG's shares. This is especially so if SAND anticipated that RIO and GOM will finalize a new deal regarding OT and TRQ's fate by ~31 July '21 or sooner. Becoming a 10% Shareholder of a Canadian Public Company
Volume 1, Number 3 - July 15, 2013
https://www.osler.com/en/resources/cross-border/2013/becoming-a-10-shareholder-of-a-canadian-public-co
What Happens if I Become a 20% or Greater Shareholder?
Do not become a 20% or greater shareholder without first speaking with Canadian legal counsel. Canadian securities laws prohibit acquisitions of outstanding securities of an issuer that result in an investor holding 20% or more of a class of voting or equity securities of a Canadian public company without making a formal takeover bid (that is, a public tender offer). There are a few exceptions to this requirement, including purchases through private agreements and limited public market purchases, but it is important to get specific legal advice about them before increasing your ownership level to 20% or more. [emphasis added]
Canada Takeover Guide
file:///home/chronos/u-4e84a4acc173b2b89ed75104fb8d25d86ca21ddb/MyFiles/Downloads/Canada%20(2).pdf
WHEN THE REGULATORY RULES APPLY: RELEVANT THRESHOLDS
Take-over Bids
A “take-over bid” (or “bid”) means an offer to acquire outstanding voting or equity securities of a class, made to any person who is in one of the provinces of Canada or to any securityholder of an offeree issuer whose last address as shown on the books of a target is in such province, where the securities subject to the offer to acquire, together with the “Offeror’s Securities”, constitute in the aggregate 20% or more of the outstanding securities of that class of securities at the date of the offer to acquire. See also “Calculation of Ownership for Early Warning Reporting, Insider Reporting and Take-over Bids”. Where used herein, references to a “target” include references to a company which is the subject of a take-over bid and a company the securities of which are otherwise being traded.
Normal Course Purchase Exemption
A take-over bid is exempt from the formal bid requirements of the legislation if:
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the aggregate number of securities acquired in reliance on this exemption by the Offeror and any Joint Actors of the Offeror within any period of 12 months, when aggregated with acquisitions otherwise made by the Offeror and any Joint Actors of the Offeror within the same 12 month period (other than under a bid that is subject to the requirements described above), does not constitute more than 5% of the outstanding securities of that class at the beginning of the period;