I seemed to always miss the Alternative monthly report filings because they don't give proper notifications.
Apparently GMT has further increased their holdings of SDE with 21.72% in the HF entity and another 1.43% in the O&G entity for a total of 23.15% overall.
What I don't understand is how they're able to circumvent formal takeover bid rules unless foreign HF's are an exemption due to UBO clauses.
Maybe someone knows the specifics around takeover bids, but this is my understanding:
The Ontario takeover bid rules are triggered when an acquiror (with any joint actors) crosses a threshold of 20% ownership of a class of a target’s outstanding equity or voting securities. If the rules are triggered by a purchase of the target’s shares, the acquiror must make the same offer to all of the target’s shareholders by sending them a formal takeover bid circular, unless an exemption is available.
In measuring its ownership of the target’s securities, an acquiror must include securities that it beneficially owns or exercises control or direction over. Any securities that an acquiror has the right to acquire within 60 days, such as options, warrants or convertible securities, are deemed to be beneficially owned by the acquiror. The holdings of any other party that is acting jointly or in concert with the acquiror must also be included.
Under Ontario law, whether a person or entity is “acting jointly or in concert” with the bidder will generally depend on the facts and circumstances, subject to the following:
- a parent or subsidiary is deemed to be acting jointly or in concert with a bidder, as is any party that acquires or offers to acquire securities with the bidder; and
- certain other parties, including major shareholders and anyone exercising voting rights with the bidder, are presumed to be acting jointly or in concert with the bidder, although the presumption can be rebutted on the basis of the facts and circumstances.