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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PENGROWTH ENERGY TRUST
(Exact name of registrant as specified in its charter)
ALBERTA, CANADA N/A
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
SUITE 2900, 240 - 4TH AVE S.W.
CALGARY, ALBERTA, CANADA T2P 4H4
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(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A. (c), check the following box. |X|
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A. (d), check the following box. |_|
Securities Act registration file number to which this form relates (if
applicable): N/A
Securities to be registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE REGISTERED EACH CLASS IS TO BE REGISTERED
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Trust Units New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: None
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
This registration statement relates to the registration, with the U.S.
Securities and Exchange Commission (the "Commission"), of trust units without
nominal or par value (the "Trust Units") of Pengrowth Energy Trust (the
"Trust" or the "Registrant"), an oil and gas royalty trust created under the
laws of the Province of Alberta. This registration statement is filed with the
Commission in connection with the listing of the Trust Units on the New York
Stock Exchange, Inc. (the "NYSE"). The Registrant expects trading of its Trust
Units to begin on the facilities of the NYSE on July 28, 2006.
Pursuant to the Trust's Amended and Restated Trust Indenture among
Pengrowth Corporation (the "Corporation") and Computershare Trust Company of
Canada (the "Trustee"), dated July 27, 2004 and amended on June 27, 2006 and
July 27, 2006 (the "Trust Indenture"), the form of which is attached hereto as
Exhibit 3.1, a maximum of 500,000,000 Trust Units and Class A Trust Units of
the Trust ("Class A Units"), in the aggregate, may be created and issued.
After giving effect to the reorganization of the Trust's unit structure on
July 27, 2006 (the "Reorganization"), it is anticipated there will be
160,713,874 Trust Units and 222,095 Class A Units issued and outstanding. Each
Trust Unit and each Class A Unit represents a fractional undivided interest in
the Trust.
The key features of the Trust Units and the Class A Units, as they
will be constituted after giving effect to the Reorganization, are as follows:
TRUST UNITS
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- have voting rights at meetings of unitholders of the Trust on the
basis of one vote for each Trust Unit held in respect of all matters
upon which the Trust Indenture requires a unitholder vote;
- are not subject to any residency restrictions;
- trade on the facilities of both the NYSE and the Toronto Stock
Exchange;
- are redeemable on demand by the holder thereof; and
- have identical rights to voting, distributions and assets of the
Trust upon the winding-up of the Trust as the Class A Units.
CLASS A UNITS
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- have voting rights identical to the Trust Units;
- may only be held by individuals, corporations or other entities that
are not "non-residents" of Canada as that term is defined in the
INCOME TAX ACT (Canada) (the "Tax Act");
- may be converted into Trust Units on demand by the holder thereof;
- are not traded on the facilities of any stock exchange and are not
transferable;
- are redeemable on demand by the holder thereof; and
- have identical rights to voting, distributions and assets of the
Trust upon the winding-up of the Trust as the Trust Units.
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The Trust Units and the Class A Units are redeemable by the Trustee at
the request of a holder of Trust Units or Class A Units, as the case may be,
when properly endorsed for transfer and when accompanied by a duly completed
and properly executed notice requesting redemption at a redemption price equal
to the lesser of: (i) 95 percent of the average closing price of the Trust
Units on the ten days after the Trust Units or Class A Units are surrendered
for redemption; and (ii) the closing price of the Trust Units on the date the
Trust Units or Class A Units are surrendered for redemption. The redemption
right permits holders of Trust Units or Class A Units, in the aggregate, to
redeem Trust Units or Class A Units for maximum proceeds of $25,000 in any
calendar month, provided that such limitation may be waived at the discretion
of the board of directors of the Corporation. Redemptions in excess of the
cash limit must be satisfied by way of a distribution in specie of a pro rata
share of royalty units and other assets, excluding facilities, pipelines or
other assets associated with oil and natural gas production, which are held by
the Trust at the time the Trust Units or Class A Shares are to be redeemed.
There are no other conversion, redemption or preemption rights attached to the
Trust Units. The Trust does not have a sinking fund or any "poison" pill or
similar provision.
On behalf of the Trust, the Trustee makes monthly distributions of all
income received by the Trustee in respect of the Trust to the holders of Trust
Units and Class A Units in accordance with the pro rata share of each such
holder.
In addition to the Trust Units and the Class A Units, the Trust may
issue the special voting trust unit, which entitles the holder thereof to a
number of votes equal to the number of outstanding exchangeable shares of the
Corporation at any meeting of the unitholders of the Trust. The special voting
trust unit is not entitled to receive distributions from the Trust. The
special voting trust unit is intended to provide voting rights to the holders
of exchangeable shares of the Corporation equivalent to the voting rights
attached to the Trust Units. As of the date hereof, the special voting trust
unit has not been issued and there are no outstanding exchangeable shares of
the Corporation.
The Trust Indenture, among other things, provides for the
establishment of the Trust, the issue of Trust Units and Class A Units, the
permitted investments of the Trust, the procedures respecting distributions to
holders of Trust Units and Class A Units, the appointment and removal of the
Trustee, the Trustee's authority and restrictions thereon, the calling of
meetings of holders of Trust Units and Class A Units, the conduct of business
at such meetings, notice provisions, the form of Trust Unit certificate and
Class A Unit certificate and the termination of the Trust.
The Trust Indenture may be amended from time to time. Most amendments
to the Trust Indenture, including the early termination of the Trust and the
sale or transfer of the property of the Trust as an entirety or substantially
as an entirety, require approval by an extraordinary resolution of the holders
of Trust Units and Class A Units. An extraordinary resolution of such holders
requires the approval of not less than 66 2/3 percent of the votes cast by the
holders of Trust Units and Class A Units, voting together as a class, at a
meeting of such holders held in accordance with the Trust Indenture at which
two or more holders of at least five percent of the aggregate number of Trust
Units and Class A Units then outstanding are represented. The Trustee is
permitted to amend the Trust Indenture without the consent or approval of the
holders of Trust Units and Class A Units for certain purposes, including: (i)
ensuring that the Trust complies with applicable laws or government
requirements, including satisfaction of certain provisions of the Tax Act;
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(ii) ensuring that the Trust will satisfy the provisions of each of
subsections 108(2) and 132(6) of the Tax Act; (iii) ensuring that additional
protection is provided for the interests of holders of Trust Units and Class A
Units as the Trustee may consider expedient; (iv) removing any conflicts or
inconsistencies between the provisions of the Trust Indenture or any
supplemental indenture and any prospectus filed with any regulatory or
governmental body with respect to the Trust, or any applicable law or
regulation of any jurisdiction, if, in the opinion of the Trustee, such an
amendment will not be detrimental to the interests of the holders of Trust
Units or Class A Units; and (v) making typographical or other non-substantive
changes that are not adverse to the interests of the Trustee or the holders of
Trust Units or Class A Units. Notwithstanding the foregoing, no such amendment
shall reduce the fractional undivided interest in the Trust represented by any
Trust Unit or Class A Unit without the consent of the holder of such Trust
Unit or Class A Unit, as the case may be, and no amendment shall reduce the
percentage of votes required to be cast at a meeting of the holders of Trust
Units or Class A Units without the consent of the holders of such Trust Units
or Class A Units, as applicable, then outstanding.
Unitholders shall be entitled to pass resolutions that will bind the
Trustee only with respect to: (i) the removal or appointment of the Trustee;
(ii) the approval of a change of auditors; (iii) the appointment of an
inspector to investigate the performance of the Trustee; (iv) consenting to
any amendments of the Trust Indenture; (v) the approval of subdivisions or
consolidations of Trust Units or Class A Units; (vi) the approval of any
resolution of the Trustee to terminate the Trust; (vii) the sale of the
property of the Trust as an entirety or substantially as an entirety; (viii)
authorizing and directing the Trustee to commence, defend, adjust or settle
suits or legal proceedings in connection with the Trust and to represent the
Trust in any such suits or legal proceedings (provided that the Trustee shall
be obliged to comply with such authority and requirements only in the event
that the Trustee has been provided with reasonable security for the payment of
all costs which may be incurred in connection therewith); and (ix) authorizing
and directing the Trustee to subordinate its rights to receive Royalty Income
(as it is defined in the Trust Indenture) and all other sums and to distribute
Distributable Cash (as it is defined in the Trust Indenture) in circumstances
where a default by the Corporation has occurred in respect of any of its
obligations to pay any of the Corporation's lenders, including a default in
connection with any credit facility or in connection with any swap or hedging
agreement, or to guarantee all or any of the obligations, liabilities or
indebtedness of the Corporation to all or any of the Corporation's lenders,
including without limitation in respect of all or any of the obligations,
liabilities and indebtedness of the Corporation to any or all of such lenders
under, pursuant or relating to any credit facility, swap or hedging agreement
or otherwise, or to any other person or persons.
Except with respect to the above matters set out above no action taken
by the unitholders or resolution of the unitholders at any meeting shall in
any way bind the Trustee. Actions taken or resolutions passed in respect of
matters described in subsection (i), (iv), (v), (vi), (vii), (viii) and (ix)
shall be by Extraordinary Resolution.
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Item 2. Exhibits.
The following exhibits have been filed as exhibits to the Registration
Statement, and are hereby incorporated by reference.
EXHIBIT
NUMBER DESCRIPTION
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3.1 Form of Amended and Restated Trust Indenture
4.1 Form of Trust Unit Certificate.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
Dated: July 25, 2006
PENGROWTH ENERGY TRUST
By: /s/ Charles Selby
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Name: Charles Selby
Title: Vice President and Corporate Secretary
Pengrowth Corporation
Administrator of Pengrowth Energy Trust
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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3.1 Form of Amended and Restated Trust Indenture
4.1 Form of Trust Unit Certificate.
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