ENCANA CORP
Terms unclear
Unclear — read the filing yourself
In a Dutch auction, tendering too high can cost you the priority. The company picks the lowest price that buys the shares it wants, and everyone at or below that price gets it. Tender above it and your shares come back unpurchased — and because you are not in the accepted pool at all, the odd-lot priority never applies. Most offers have a box meaning "accept whatever price is determined", which keeps you in the pool; the trade-off is that you give up any say in the price. The filing explains both.
| Status | Closed |
|---|---|
| Closing date | 2019-08-28 |
| How it is priced | Dutch auction |
| Odd-lot threshold | Fewer than 100 shares |
| Must tender everything you hold | Not stated |
| Must tick the odd-lot box on the form | Not stated |
| Price offered | USD $4.70 to $5.40 per share, in steps of $0.05 |
| Most an odd-lot tender could be | $465.30 to $534.60 |
Where each of these comes from
Every line above was read out of the filing. Here is the wording it was read from, so you can check it.
expiry = 2019-08-14...Restated Shareholder Rights Plan Agreement dated as of April 30, 2019 between the Corporation and AST Trust Company (Canada), as rights agent. The Offer will commence on the date set forth below and expire at 5:00 p.m. (Eastern time) on August 14, 2019, unless withdrawn, extended or varied by Encana (such time on such date, the “Expiration Date”). Beneficial owners should be aware that their broker, dealer, commercial bank, trust company or other nominee may establish its own earlier dea...
expiry = 2019-08-28...e offered to Shareholders who tender their Shares pursuant to the Offer to a price of not less than US$4.15 per Share and not more than US$4.75 per Share (as outlined in more detail below). The Offer has been extended and is now open for acceptance until 5:00 p.m. (Eastern time) on August 28, 2019, unless further varied, extended or withdrawn. All other terms of the Offer remain the same, other than in respect of the condition to the Offer relating to the market price of the Shares (as outlined in more detail below). As a result of...
listed = True...are not independent of the Corporation in connection with the Offer for purposes of MI 61-101. Additional Securities Law Considerations Encana is a reporting issuer (or the equivalent thereof) in each of the provinces and territories of Canada, and the Shares are listed on the TSX and NYSE. Encana believes that the purchase of Shares pursuant to the Offer will not result in: (i) Encana ceasing to be a reporting issuer in any jurisdiction in Canada or (ii) the Shares being delisted from the TSX or the NYSE. The Shares are also registered under Section 12(b) of the Exchange Act. Encana believes that the purchase of...
listed = True...Toronto Stock Exchange (the “TSX”), the New York Stock Exchange (the “NYSE”) and other alternative trading venues as we determined necessary in order to provide the Opinion; 4. the trading activity and volumes of equity securities of other entities listed and traded on the TSX and NYSE as we determined necessary in order to provide the Opinion; 5. the profile of the distribution and ownership of the Shares, to the extent publicly disclosed or provided to us by the Company; A-2 6. the number of the Shares issued and outstanding; 7. the number of the Shares proposed to be purchased under the Revised Substantial Issuer Bi...
mechanism = DUTCH...on of Shareholders who do not elect to tender. See “Issuer Bid Circular – Purpose and Effect of the Offer”. What will the Purchase Price for the Shares be and what will be the form of payment? We are conducting the Offer through a procedure commonly called a “modified Dutch auction”. This procedure allows Shareholders to select the price within a price range specified by Encana at which Shareholders are willing to sell their Shares. The price range for the Offer is US$4.70 to US$5.40 per Share. We will select the lowest Purchase Price that will allow us to purchase the maximum number of Shares properly tendered and...
mechanism = DUTCH...its previously commenced offer by way of a substantial issuer bid pursuant to which the Company offered to acquire that number of common shares of the Company (the “Shares’’) having an aggregate purchase price not exceeding US$213 million in cash by way of a modified Dutch Auction at a price not in excess of US$5.40 per Share nor less than US$4.70 per Share (the “Original Substantial Issuer Bid”) to amend the Original Substantial Issuer Bid to offer to purchase the Shares at a price not in excess of US$4.75 per Share nor less than US$4.15 per Share (the “Revised Substantial Issuer Bid”). The terms and conditions o...
price = USD 4.7-5.4...representation to the contrary is an offence. July 8, 2019 OFFER TO PURCHASE FOR NOT MORE THAN US$213,000,000 IN CASH UP TO 45,319,148 OF ITS COMMON SHARES AT A PURCHASE PRICE OF NOT LESS THAN US$4.70 AND NOT MORE THAN US$5.40 PER COMMON SHARE Encana Corporation (“Encana”, the “Corporation”, “we” or “us”) invites its shareholders (the “Shareholders”) to tender, for purchase and cancellation by the Corporation, common shares of the Corporation...
price = USD 4.7-5.4...14, 2019 NOTICE OF VARIATION AND EXTENSION OF ITS ORIGINAL OFFER TO PURCHASE FOR NOT MORE THAN US$213,000,000 IN CASH UP TO 45,319,148 OF ITS COMMON SHARES AT A PURCHASE PRICE OF NOT LESS THAN US$4.70 AND NOT MORE THAN US$5.40 PER COMMON SHARE Encana has decreased the price range offered to Shareholders who tender their Shares pursuant to the Offer to a price of not less than US$4.15 per Share and not more than US$4.75 per Share (as outlined...
price = USD 4.5...t to proration (as described below). Based on the preliminary count by the depositary for the Offer, Encana expects to take up and purchase for cancellation 47,333,333 Shares at a purchase price of US$4.50 per Share for an aggregate purchase price of approximately US$213 million. The Shares expected to be purchased under the Offer represent approximately 3.5% of the issued and outstanding Shares at the time that the Offer was comme...
price = USD 4.5...ay announced the final results of its substantial issuer bid (the “Offer”) under which it has accepted to purchase for cancellation 47,333,333 of its common shares (“Shares”) at a purchase price of US$4.50 per Share, for an aggregate purchase price of approximately US$213 million. Shares purchased under the Offer represent approximately 3.5% of the issued and outstanding Shares at the time that the Offer was commenced. Based on the...
threshold = 100...to be tendered) by the Successful Shareholders (with adjustments to avoid the purchase of fractional Shares), except that “Odd Lot” tenders will not be subject to pro-ration. See “Offer to Purchase – Number of Shares and Pro-Ration”. What do I do if I own an “Odd Lot” of Shares? If you beneficially own fewer than 100 Shares as of the Expiration Date and you tender all such Shares, we will accept for purchase, without pro-ration but otherwise subject to the terms and conditions of the Offer, all of your Shares tendered pursuant to an Auction Tender at or below the Purchase Price or pursuant to a Purchase Price Tender. If a Shareholder holds Shares under the...
txn_type = TENDER_OFFER...any securities regulatory authority nor has any securities regulatory authority passed upon the fairness or merits of the Offer or upon the adequacy of the information contained in this document. Any representation to the contrary is an offence. July 8, 2019 OFFER TO PURCHASE FOR NOT MORE THAN US$213,000,000 IN CASH UP TO 45,319,148 OF ITS COMMON SHARES AT A PURCHASE PRICE OF NOT LESS THAN US$4.70 AND NOT MORE THAN US$5.40 PER COMMON SHARE Encana Corporation (“Encana”, the “Corporation”, “we” or “us”) invites its shareholders (the “Shareholders”) to tender, for purchase and cancellation by the Corporation, co...
txn_type = TENDER_OFFER...rities regulatory authority passed upon the fairness or merits of the Offer or upon the adequacy of the information contained in this document. Any representation to the contrary is an offence. August 14, 2019 NOTICE OF VARIATION AND EXTENSION OF ITS ORIGINAL OFFER TO PURCHASE FOR NOT MORE THAN US$213,000,000 IN CASH UP TO 45,319,148 OF ITS COMMON SHARES AT A PURCHASE PRICE OF NOT LESS THAN US$4.70 AND NOT MORE THAN US$5.40 PER COMMON SHARE Encana has decreased the price range offered to Shareholders who tender their Shares pursuant to the Offer to a price of not less than US$4.15 per Share and not more than U...
txn_type = TENDER_OFFER...or the Offer and AST Trust Company (Canada) acted as depositary. Any questions regarding the Offer may be directed to the dealer managers or the depositary. This news release is for informational purposes only and is not intended to and does not constitute an offer to purchase or the solicitation of an offer to sell Shares. ADVISORY REGARDING FORWARD-LOOKING STATEMENTS – This news release contains forward-looking statements or information (collectively, “FLS”) within the meaning of applicable securities legislation, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securit...
txn_type = TENDER_OFFER...191(4) of the Income Tax Act (Canada) is US$4.45 (or C$5.92, based on the Bank of Canada daily average foreign exchange rate as at the expiry of the Offer). This news release is for informational purposes only and is not intended to and does not constitute an offer to purchase or the solicitation of an offer to sell Shares. ADVISORY REGARDING FORWARD-LOOKING STATEMENTS - This news release contains forward-looking statements or information (collectively, “FLS”) within the meaning of applicable securities legislation, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securit...
The filings
| Filed | Form | Role | On EDGAR |
|---|---|---|---|
| 2019-07-08 | SC TO-I | original (governing) | View |
| 2019-08-15 | SC TO-I/A | amendment | View |
| 2019-08-29 | SC TO-I/A | amendment | View |
| 2019-09-04 | SC TO-I/A | amendment | View |