The following excerpt is from the company's SEC filing.
15, 2022
Imperial Oil Limited (TSE: IMO, NYSE American: IMO) announced today that it has taken up and paid for
32,467,532 common shares (Shares) at a price of $77.00 per Share (the Purchase Price) under Imperials offer (the Offer) to purchase for cancellation up to $2.5 billion of its Shares. All amounts are in
Canadian dollars.
The Shares purchased represent an aggregate purchase of $2.5 billion and 4.9 percent of the total number of Imperials issued and
outstanding Shares as of the close of business on May 2, 2022. Immediately following completion of the Offer, Imperial has 636,676,182 Shar
es issued and outstanding.
A total of 9,867,766 Shares were taken up and purchased pursuant to auction tenders at or below the Purchase Price and pursuant to purchase price tenders. Since the
Offer was oversubscribed, shareholders who made auction tenders at or below the Purchase Price and shareholders who made, or were deemed to have made, purchase price tenders had approximately 96 percent of their tendered Shares taken up by
Imperial (other than odd lot tenders, which were not subject to proration). 22,599,766 Shares were taken up and purchased pursuant to proportionate tenders.
Exxon Mobil Corporation (ExxonMobil), Imperials majority shareholder, made a proportionate tender under the Offer in order to maintain its
proportionate Share ownership at approximately 69.6 percent, resulting in 22,597,379 Shares being taken up pursuant to the Offer. Immediately following completion of the Offer, ExxonMobil holds 443,126,164 Shares.
Imperial has accepted the Shares tendered for purchase and has made payment for the Shares by delivering the aggregate purchase price to Computershare Investor Services
Inc., the depositary for the Offer (the Depositary). Payment and settlement with shareholders will be effected by the Depositary on or about June 21, 2022, all in accordance with the Offer and applicable law. Any Shares not
purchased, including such Shares not purchased as a result of proration or Shares tendered pursuant to auction tenders at prices higher than the Purchase Price or invalidly tendered, will be returned to shareholders as soon as practicable.
To assist shareholders in determining the tax consequences of the Offer, Imperial estimates that a deemed dividend in the amount of $75.25 per Share was triggered on
the repurchase of each Share, based on the estimated
paid-up
capital of $1.75 per Share at June 10, 2022. The dividend deemed to have been paid by Imperial to Canadian resident persons is designated as an
eligible dividend for purposes of the
Income Tax Act
(Canada) and any corresponding provincial and territorial tax legislation.
For the purposes
of subsection 191(4) of the
(Canada), the specified amount in respect of each Share is $69.19.
Shareholders should consult with
their own tax advisors with respect to the income tax consequences of the disposition of their Shares under the Offer.
After more than a century, Imperial continues to be an industry leader in applying technology and innovation to responsibly
develop Canadas energy resources. As Canadas largest petroleum refiner, a major producer of crude oil, a key petrochemical producer and a leading fuels marketer from coast to coast, our company remains committed to high standards across
all areas of our business.
imperialoil.ca
youtube.com/ImperialOil
twitter.com/ImperialOil
linkedin.com/company/Imperial-Oil
facebook.com/ImperialOilLimited
The full details of the Offer are described in the offer to purchase and issuer bid circular dated May 6, 2022,
as amended on May 31, 2022, as well as the related letter of transmittal and notice of guaranteed delivery, copies of which were filed and are available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.
This news release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Shares.
Imperial is one of Canadas largest integrated oil companies. It is active in all phases of the petroleum industry in Canada, including the exploration for, and
production and sale of, crude oil and natural gas. In Canada, it is a major producer of crude oil, the largest petroleum refiner and a leading marketer of petroleum products. It is also a major producer of petrochemicals. The companys
operations are conducted in three main segments: Upstream, Downstream and Chemical.
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For further information:
Investor Relations
Media Relations
(587)
476-4743
476-7010
Source: Imperial
Cautionary statement:
Statements of future events or conditions in this release, including
projections, expectations and estimates are forward-looking statements. Forward-looking statements can be identified by words such as believe, anticipate, intend, propose, plan, expect, future, continue, likely, may, should, will and similar
references to future periods. Forward-looking statements in this release include, but are not limited to, references to timing of payment and settlement with shareholders by the Depositary; the return of Shares not purchased; and the estimated
deemed dividend triggered on the repurchase of each Share.
Forward-looking statements are based on the companys current expectations, estimates,
projections and assumptions at the time the statements are made. Actual results, including expectations and assumptions could differ materially depending on a number of factors. These factors include those discussed in Item 1A risk factors and Item
7 managements discussion and analysis of financial condition and results of operations of Imperial Oil Limiteds most recent annual report on Form
and subsequent interim reports on Form
Forward-looking statements are not guarantees of future performance and involve a number of risks and uncertainties,
some that are similar to other oil and gas companies and some that are unique to Imperial Oil Limited. Imperials actual results may differ materially from those expressed or implied by its forward-looking statements and readers are cautioned
not to place undue reliance on them. Imperial undertakes no obligation to update any forward-looking statements contained herein, except as required by applicable law.
The above information was disclosed in a filing to the SEC. To see the filing, click here.
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