AvenEx Energy Corp AVNDF

Alberta Corporations Act, Vote on Sale Required

[kingofcotton]

The sale of "substantially all of the property" requires a shareholder vote.  What's left after Elbow River?  As other posters have noted, there is nothing of consequence left.  "Substantially all" is not defined in the Alberta Corporations Act.  As an investor, I would say that the substantial part of the company has been sold, and a shareholder vote is required.  (Note: I am not a lawyer, but this is my opinion.)

 

Best wishes of the season to all.  I appreciate your postings.  Happy holidays.  K.C.

 

Alberta Securities Commission [phone]

 

https://www.canlii.org/en/ab/laws/stat/rsa-2000-c-b-9/#Part_11_Shareholders_286860

 

Extraordinary sale, lease or exchange

190(1)  A sale, lease or exchange of all or substantially all the property of a corporation other than in the ordinary course of business of the corporation requires the approval of the shareholders in accordance with subsections (2) to (6).

(2)  A notice of meeting of shareholders complying with section 134 shall be sent in accordance with that section to each shareholder and shall

                                 (a)    include or be accompanied with a copy or summary of the agreement of sale, lease or exchange, and

                                 (b)    state that a dissenting shareholder is entitled to be paid the fair value of the shareholder’s shares in accordance with section 191, but failure to make that statement does not invalidate a sale, lease or exchange referred to in subsection (1).

(3)  At the meeting referred to in subsection (2), the shareholders may authorize the sale, lease or exchange and may fix or authorize the directors to fix any of its terms and conditions.

(4)  Each share of the corporation carries the right to vote in respect of a sale, lease or exchange referred to in subsection (1) whether or not it otherwise carries the right to vote.

(5)  The holders of shares of a class or series of shares of the corporation are entitled to vote separately as a class or series in respect of a sale, lease or exchange referred to in subsection (1) only if that class or series is affected by the sale, lease or exchange in a manner different from the shares of another class or series.

(6)  A sale, lease or exchange referred to in subsection (1) is adopted when the holders of each class or series entitled to vote on it have approved of the sale, lease or exchange by a special resolution.

(7)  The directors of a corporation may, if authorized by the shareholders approving a proposed sale, lease or exchange, and subject to the rights of third parties, abandon the sale, lease or exchange without further approval of the shareholders.

[kingofcotton]

In my opinion, a vote is required on the sale of Elbow River.  Parkland will want a clean title to this asset, and the sale of Elbow River represents substantially all that remained of Avenex: majority of cash flow, the only growth prospect for Avenex, and the only asset of any real interest to Avenex investors.  In my opinion, the Corporations Act of Alberta requires vote by Avenex

[Joe454]

This post has been removed in accordance with Community Policy

[kingofcotton]

It is my understanding that the sale of Elbow River is not conditional on the merger.  The sale of Elbow River is a separate agreement.  The Alberta Corporations Act requires a shareholder vote before the close of a sale of substantially all of the assets of an Alberta  company.  This legislation is here to protect the shareholders, and to encourage investment in Alberta and

[flooring]

Is there a possibility that another buyer for Elbow Rver will come calling,possibly Gibson Energy? They have capital spending of $304 million planned for 2013. $137 is earmarked for terminals and piplines.  Elbow River would be a nice fit for them. IMHO DYODD.   Flooring

[kingofcotton]

Or what about Irving, with the refinery in Saint John, NB?  It's my understanding that Irving is buying Bakken crude for delivery by rail to New Brunswick. I am going to assume that a vote on the sale of Elbow River will have to take place, because Parkland will want a clean title to the Elbow River assets, and not years of legal headaches because the paperwork was not done properly. Also

[kingofcotton]

In my view, a vote by shareholders is required on the sale of Elbow River.  Last Spring Antrim held a vote by shareholders before Antrim sold its Argentinian properties to Crown Point.   

[Kherson]

I totally agree with you King. The reality is that neither you nor I are in a position to make that decision. I never imagined that our management were that stupid too give our crown jewel away and then get mixed up with the clowns from Charger. Of course Charger is saying that they are only having cash flow issues... Kherson

[kingofcotton]

In December 2012, Heritage Oil had a shareholder vote on the sale of its Miran field in Iraq, and 99.94% of shareholders voted "yes".    In my view, a vote by Avenex shareholders is required to sell Elbow River; it is required by the Alberta Corporations Act, and general case law (precedents). Management can explain their reasons for the proposed sale of

[kingofcotton]

  https://www.canlii.org/en/ab/laws/stat/rsa-2000-c-b-9/#Part_11_Shareholders_286860   Extraordinary sale, lease or exchange 190(1)  A sale, lease or exchange of all or substantially all the property of a corporation other than in the ordinary course of business of the corporation requires the approval of the shareholders in accordance with subsections (2) to (6).   call the