December 15, 2006
IN THE MATTER OF
THE SECURITIES
LEGISLATION OF \
BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,
MANITOBA, ONTARIO,
QUÉBEC, NEW BRUNSWICK,
NOVA SCOTIA AND NEWFOUNDLAND AND
LABRADOR (the Jurisdictions)
AND
IN THE MATTER OF
THE MUTUAL
RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF
TALISMAN
ENERGY INC. (the Filer)
MRRS DECISION DOCUMENT
Background
1. The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) that the requirements contained in the Legislation relating to issuer bids (the Issuer Bid Requirements) shall not apply to purchases of the Filer's common shares (the Common Shares) made by the Filer through the facilities of the New York Stock Exchange pursuant to the Amended Bid (as defined below) or any Future Bids (as defined below) (the Requested Relief).
2. Under the Mutual Reliance Review System for Exemptive Relief Applications (the MRRS):
2.1 the Alberta Securities Commission is the principal regulator for this application; and
2.2 this MRRS Decision Document evidences the decision of each Decision Maker.
Interpretation
3. Defined terms contained in National Instrument 14-101 Definitions have the same meaning in this decision unless they are defined in this decision.
Representations
4. This decision is based on the following facts represented by the Filer:
4.1 The Filer is a corporation incorporated under the Canada Business Corporations Act.
4.2 The Filer's head office is located in Calgary, Alberta.
4.3 The Filer is a reporting issuer in all of the jurisdictions of Canada that incorporate such a concept in their legislation and the Filer is not in default of any requirements of the applicable securities legislation in any of the jurisdictions of Canada in which it is a reporting issuer.
4.4 The Filer is an SEC registrant under the 1934 Act.
4.5 As at September 30, 2006, the Filer had approximately 1,090,367,180 Common Shares issued and outstanding.
4.6 The Common Shares are listed and posted for trading on the Toronto Stock Exchange (the TSX) and the New York Stock Exchange (the NYSE).
4.7 For a number of years, the Filer has annually filed the necessary documents in order to permit it to make normal course issuer bid purchases of up 5% of its issued and outstanding Common Shares through the facilities of the TSX.
4.8 The Filer currently anticipates that it will continue to make the necessary filings on an annual basis in order to be able to make purchases of its Common Shares through either the facilities of the TSX or the facilities of both the TSX and the NYSE.
4.9 The Filer wishes to amend its current normal course issuer bid to enable it to purchase up to 10% of the public float of Common Shares and to provide that purchases may be made through the facilities of both the TSX and the NYSE (the Amended Bid).
4.10 The by-laws, regulations and policies of the TSX allow normal course issuer bid purchases of up to 10% of the public float to be made through the facilities of the TSX over the course of a year (the TSX NCIB Rules).
4.11 Purchases of Common Shares made through the facilities of the TSX in accordance with the TSX NCIB Rules are exempt from the Issuer Bid Requirements pursuant to the "recognized stock exchange exemption" contained in the Legislation (the Recognized Stock Exchange Exemption) while purchases through the facilities of the NYSE are not exempt pursuant to such exemption because the Decision Makers recognize the TSX as a "recognized stock exchange" for the purpose of the Recognized Stock Exchange Exemption but not the NYSE.
4.12 No other exemptions exist under the Legislation that would otherwise permit the Filer to make purchases through the NYSE where the purchases exceed the 5% limitation in the "normal course issuer bid" exemption contained in the Legislation (the NCIB Exemption).
4.13 Purchases of Common Shares by the Filer of up to 10% of the public float on the TSX and the NYSE would be permitted under the rules of the NYSE and under U.S. federal securities law.
4.14 The Filer anticipates that it may in future, through renewal normal course issuer bids, make purchases of its Common Shares through the facilities of both the TSX and NYSE pursuant to the TSX NCIB Rules where the purchases exceed the 5% limit in the NCIB Exemption (the Future Bids).
Decision
5. Each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Makers with the jurisdiction to make the decision has been met.
6. The decision of the Decision Makers pursuant to the Legislation is that the Requested Relief is granted provided that the purchases of Common Shares made through the facilities of the NYSE are part of a normal course issuer bid that complies with the TSX NCIB Rules.
"Glenda A. Campbell, QC"
Vice-Chair
Alberta Securities Commission
" James A. Millard, QC"
Member
Alberta Securities Commission