Exxon Mobil Corporation
Headnote
National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- application for a decision that the issuer is not a reporting issuer under applicable securities laws -- issuer has de minimis market presence in Canada -- residents of Canada do not compromise more than 2% of the total number of securityholders of the issuer worldwide -- residents of Canada do not own more than 2% of each class or series of outstanding securities of the issuer but for common shares and three series of U.S. dollar dominated notes of the issuer.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).
Citation: Re Exxon Mobil Corporation, 2024 ABASC 68
April 25, 2024
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ALBERTA AND ONTARIO
(the Jurisdictions)
AND
IN THE MATTER OF
THE PROCESS FOR CEASE TO BE A
REPORTING ISSUER APPLICATIONS
AND
IN THE MATTER OF
EXXON MOBIL CORPORATION
(the Filer)
ORDER
Background
The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Maker) has received an application from the Filer for an order under the securities legislation of the Jurisdictions (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).
Under the Process for Cease to be a Reporting Issuer Applications (for a dual application):
(a) the Alberta Securities Commission is the principal regulator for this application;
(b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each province of Canada, other than Ontario; and
(c) this order is the order of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
Interpretation
Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.
Representations
This order is based on the following facts represented by the Filer:
1. The Filer is a corporation governed by the laws of the state of New Jersey, with its head office in Spring, Texas.
2. The Filer is a reporting issuer in each province of Canada (collectively, the Reporting Jurisdictions). The Filer became a reporting issuer in the Reporting Jurisdictions following its acquisition of all issued and outstanding common shares of Denbury Inc. pursuant to an agreement and a plan of merger, which was completed on November 2, 2023.
3. The Filer's authorized capital stock consists of nine billion shares of common stock (Common Shares) and 200 million shares of preferred stock, without par value (Preferred Shares). As of December 31, 2023, there were approximately 3.973 billion Common Shares and no Preferred Shares outstanding.
4. The Filer has issued 17 series of notes in U.S. Dollars (the USD Notes) and four series of notes in Euros (the EUR Notes, and with the USD Notes, the Notes) under its U.S. shelf registration statement. The Notes are not convertible or exchangeable into any other voting or equity securities of the Filer. Beneficial ownership of the Notes is held in book-entry form through Cede & Co., a nominee for The Depositary Trust Company, which is the sole registered holder of each series of Notes. All of the Notes were initially issued primarily in the United States and are not convertible or exchangeable into Common Shares.
5. The Common Shares and the Notes are registered under the 1934 Act. The Common Shares are listed on the New York Stock Exchange (the NYSE) under the symbol "XOM".
6. The Filer is subject to and is in compliance with all requirements applicable to it imposed by the SEC, the 1933 Act, the 1934 Act, the United States Sarbanes-Oxley Act of 2002 and the rules of the NYSE.
7. The Filer qualifies as an "SEC foreign issuer" under National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers (NI 71-102) and, as such, relies on and complies with the exemptions from Canadian continuous disclosure requirements afforded to SEC foreign issuers under Part 4 of NI 71-102.
8. The Filer has made a good faith investigation to confirm the residency of the holders of its outstanding securities. The investigation included obtaining geographical surveys of beneficial holders of Common Shares and Notes from Broadridge Financial Solutions Inc. (Broadridge), a list of registered holders of Common Shares from Computershare Trust Company, N.A., a breakdown of the residency of initial investors for each series of the Notes from J.P. Morgan Securities LLC and Barclays PLC, a breakdown of the residency of holders as of December 20, 2023 for the USD Notes from Broadridge and a breakdown of the residency of holders as of January 15, 2024 for the EUR Notes from Orient Capital Limited (Orient). Based on this investigation, the Filer has concluded as set out below:
(a) on a fully-diluted basis, an aggregate of 94.70 million Common Shares (representing approximately 2.38% of the total issued and outstanding Common Shares) are held by approximately 81.9 thousand holders resident in Canada (representing approximately 1.5% of total holders of Common Shares);
(b) the noteholders resident in Canada represent less than 2% of noteholders worldwide;
(c) according to information obtained from Broadridge as of December 20, 2023, the aggregate principal amount of each series of USD Notes held by residents in Canada was less than 2% in all but three cases, where the aggregate principal amount held was 2.23%, 2.91% and 3.58%, respectively;
(d) according to information obtained from Orient as of January 15, 2024, the aggregate principal amount of each series of EUR Notes held by residents in Canada was less than 2%.
9. Based on the foregoing, the Filer meets all of the conditions in section 20 of National Policy 11-206 Process for Cease to be a Reporting Issuer Applications, except for subparagraph 20(1)(b)(i) as it relates to the Common Shares and three series of USD Notes. The Notes were issued primarily to sophisticated institutional investors in the United States and at a time when the Filer was not a reporting issuer in any jurisdiction in Canada; accordingly, none of such purchasers in Canada purchased the Notes in reliance on the Filer being a reporting issuer in Canada.
10. Neither the Common Shares nor the Notes are listed for trading on any "marketplace" in Canada (as such term is defined in National Instrument 21-101 Marketplace Operation), and the Filer has no current intention to list the Common Shares or the Notes on any marketplace in Canada.
11. The Filer has no current intention to seek public financing by way of an offering of its securities in Canada.
12. The Filer files continuous disclosure reports under U.S. securities laws and is listed on a U.S. exchange.
13. In the 12 months before applying for this order, the Filer has not taken any steps that indicate there is a market for its securities in Canada, including conducting a prospectus offering in Canada, establishing or maintaining a listing on an exchange in Canada or having its securities traded on marketplace or any other facility in Canada for bringing together buyers and sellers where trading data is publicly reported.
14. The Filer has provided advance notice to Canadian resident securityholders in a news release that it has applied for an order to cease to be a reporting issuer in each of the provinces of Canada and, if that order is made, the Filer will no longer be a reporting issuer in any jurisdiction of Canada.
15. The Filer undertakes to concurrently deliver to its Canadian securityholders all disclosure the Filer would be required to deliver to U.S. resident securityholders under U.S. securities law or exchange requirements.
16. The Filer is not in default of securities legislation in any jurisdiction of Canada.
Order
Each of the Decision Makers is satisfied that the order meets the test set out in the Legislation for the Decision Maker to make the order.
The decision of the Decision Makers under the Legislation is that the Order Sought is granted.
OSC File #: 2024/0015