EnQuest PLC



National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Securities Act, s. 88 -- Cease to be a reporting issuer in AB -- The issuer's securities are traded only on a market or exchange outside of Canada -- Canadian residents own less than 2% of the issuer's securities and represent less than 2% of the issuer's total number of security holders; the issuer does not intend to do a public offering of its securities to Canadian residents, will not be a reporting issuer in a Canadian jurisdiction, is subject to the reporting requirements of UK securities laws, and all shareholders receive the same disclosure.

Applicable Legislative Provisions

Securities Act, R.S.A. 2000, c. S-4, s. 153.

Citation: Re EnQuest PLC, 2024 ABASC 26

February 12, 2024

(the Jurisdictions)




(the Filer)



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 in 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 British Columbia; and

(c) this order is the order of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.


Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.


This order is based on the following facts represented by the Filer:

1. The Filer is a company incorporated under the laws of England and Wales pursuant to the Companies Act 2006 of the United Kingdom (the Companies Act).

2. The Filer's head office is located in London, England.

3. The Filer is an independent energy company with oil and gas production operations in the United Kingdom and Malaysia.

4. The Filer has no operations, employees or offices in Canada.

5. The Filer is a reporting issuer in the provinces of Alberta, British Columbia and Ontario (the Reporting Jurisdictions).

6. The Filer became a reporting issuer in each Reporting Jurisdiction on November 5, 2010 upon completion of an arrangement (the Arrangement) under section 195 of the Business Corporations Act (Yukon) involving Stratic Energy Corporation (Stratic), the shareholders of Stratic and the Filer, pursuant to which the Filer acquired all the outstanding common shares of Stratic in exchange for ordinary shares of the Filer (Ordinary Shares). Stratic was a reporting issuer in the Reporting Jurisdictions at the time of completion. The Canadian head office of Stratic was located in Calgary, Alberta.

7. For the purposes of MI 11-102, Alberta is the specified jurisdiction with which the Filer has the most significant connection because its former Canadian subsidiary Stratic (since dissolved) had its Canadian head office in Calgary, Alberta and the Filer has no connection to any other jurisdiction in Canada.

8. The Filer issued 24,434,983 Ordinary Shares pursuant to the Arrangement, representing less than 3.1% of the number of Ordinary Shares outstanding on completion of the Arrangement and less than 1.3% of the number of Ordinary Shares currently outstanding.

9. The Filer has not offered securities in a jurisdiction in Canada except pursuant to the Arrangement.

10. The outstanding securities of the Filer consist of:

(a) Ordinary Shares, of which 1,885,924,339 were outstanding as of November 24, 2023;

(b) equity compensation awards in the form of share units and share options awarded under equity-settled employee plans of the Filer (collectively, Equity Compensation Awards), which conditionally entitle the holders thereof to receive Ordinary Shares on exercise or settlement; and

(c) two series of debt securities (collectively, the Debt Securities), as follows:

(i) £133,300,000 aggregate principal amount of 9.00% Notes due October 27, 2027 (the Sterling Notes), of which £54,022,115 principal amount was issued to purchasers for cash consideration and £79,277,885 principal amount was issued in exchange for previously outstanding debt securities of the Filer; and

(ii) US$305,000,000 aggregate principal amount of 11?% senior notes due November 1, 2027 (the USD Notes), which were issued to purchasers for cash consideration.

11. The Debt Securities are unsecured debt obligations of the Filer, do not constitute voting or equity securities of the Filer, and are not convertible or exchangeable into any other class of security.

12. The terms of the Debt Securities and their governing documents do not require that the Filer maintain its status as a reporting issuer under the securities legislation of any Reporting Jurisdiction or otherwise restrict the Filer's ability to apply for or obtain the Order Sought.

13. The Sterling Notes are issued in registered form.

14. The USD Notes are issued in global book-entry form through The Depository Trust Company (DTC) registered in a nominee name of DTC, with beneficial interests therein recorded in records maintained by DTC and participants in the DTC depository system.

15. All outstanding Equity Compensation Awards are held by employees of the Filer and its subsidiaries, none of whom are residents of Canada.

16. The Ordinary Shares are listed on the main market of the London Stock Exchange (LSE).

17. The Ordinary Shares were previously also listed on Nasdaq Stockholm, but were delisted upon application by the Filer announced December 5, 2023. The last day of trading of the Ordinary Shares on Nasdaq Stockholm was December 19, 2023.

18. The Sterling Notes are listed on the LSE, and the USD Notes are listed on the Luxembourg Stock Exchange.

19. The Filer is a designated foreign issuer under National Instrument 71-102 Continuous Disclosure and Other Exemptions relating to Foreign Issuers and is subject to periodic and timely disclosure requirements under the securities laws of the United Kingdom and the applicable rules of the LSE.

20. The Filer is not in default of its obligations under the securities legislation of the Reporting Jurisdictions.

21. The Filer is not in default of its obligations under the securities laws of the United Kingdom or the applicable rules of the LSE.

22. The Filer intends to maintain the listing of the Ordinary Shares on the LSE, during which the Filer will remain subject to periodic and timely disclosure requirements under the securities laws of the United Kingdom and the rules of the LSE.

23. The Filer has made a good faith investigation to determine the residency of the holders of its outstanding securities, which has included a thorough review of:

(a) securityholder registers for the Ordinary Shares, Equity Compensation Awards and Debt Securities;

(b) the results of responses to notices given under section 793 of the Companies Act to custodians and other intermediaries holding Ordinary Shares, requiring disclosure of any other person having an interest in the shares as of November 6, 2023 (the Section 793 Results); and

(c) information as to the purchasers of the Debt Securities, with reviews of the initial allocations of the Sterling Notes and the USD Notes indicating no Canadian purchasers.

24. Section 793 of the Companies Act allows a company incorporated thereunder to issue a notice to its shareholders requiring disclosure of beneficial ownership information. Non-compliance with a section 793 notice is a criminal offence.

25. The Section 793 Results provide information as to beneficial ownership of Ordinary Shares registered to custodians and other intermediaries, grouped by country.

26. The register of holders of Ordinary Shares, taken together with the Section 793 Results, indicate seven holders of Ordinary Shares resident in Canada holding in aggregate 4,463,207 Ordinary Shares, representing less than 0.91% of total holders shown and less than 0.24% of the total number of Ordinary Shares outstanding.

27. Based on its investigation, the Filer has determined that residents of Canada do not, directly or indirectly:

(a) beneficially own more than 2% of any class or series of outstanding securities (including debt securities) of the Filer worldwide; or

(b) comprise more than 2% of the total number of security holders of the Filer worldwide.

28. No securities of the Filer are listed, traded or quoted on a marketplace in Canada (as that term is defined in National Instrument 21-101 Marketplace Operation), and the Filer does not intend to have any of its securities listed, traded or quoted on any such marketplace.

29. In the past 12 months, 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 a marketplace or any other facility in Canada for bringing together buyers and sellers where trading data is publicly reported.

30. The Filer has no current intention to seek public financing by way of an offering of its securities in Canada.

31. The Filer has given an undertaking to each of the Decision Makers to concurrently deliver to its securityholders in Canada all disclosure materials that it is required to deliver to securityholders resident in the United Kingdom, in the manner required by the securities laws of the United Kingdom and the applicable requirements of the LSE.

32. The Filer issued on January 30, 2024 a news release announcing that it applied for an order to cease to be a reporting issuer in all Canadian jurisdictions in which it is a reporting issuer, and that if the order is granted the Filer will no longer be a reporting issuer in any jurisdiction of Canada. The Filer has not received any communications from its securityholders in response to this news release.


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.

"Timothy Robson"
Manager, Legal
Corporate Finance
Alberta Securities Commission

OSC File #: 2023/0602