As filed with the Securities and Exchange Commission on July 12, 2017
Registration No. 333-195110
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM F-10
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
REPSOL OIL & GAS CANADA INC.
(Exact name of registrant as specified in its charter)
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Canada
(Province or other jurisdiction of
incorporation or organization)
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1311
(Primary Standard Industrial
Classification Code Number)
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Not Applicable
(I.R.S. Employer Identification No.)
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Suite 2000, 888 - 3rd Street S.W.
Calgary, Alberta
Canada T2P 5C5
(403) 237-1234
(Address and telephone number of Registrant’s principal executive offices)
REPSOL OIL & GAS USA, LLC
2455 Technology Forest Boulevard
The Woodlands, TX 77381
(832) 442-1000
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)
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Copies to:
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David Charlton
Repsol Oil & Gas Canada Inc.
Suite 2000, 888 - 3rd Street S.W.
Calgary, Alberta T2P 5C5
(403) 237-1234
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Kevin E. Johnson
Norton Rose Fulbright Canada
LLP
Suite 3700, 400 Third
Avenue S.W.
Calgary, Alberta T2P 4H2
(403) 267-8222
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Andrew J. Foley
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, N.Y. 10019-6064
(212) 373-3000
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Approximate date of commencement of proposed sale to the public:
Not applicable.
Province of Alberta, Canada
(Principal jurisdiction regulating this offering)
It is proposed that this filing shall become effective (check appropriate box below):
A.
x
upon filing with the Commission pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States and Canada).
B.
o
at some future date (check the appropriate box below):
1.
o
pursuant to Rule 467(b) on ( ) at ( ) (designate a time not sooner than 7 calendar days after filing).
2.
o
pursuant to Rule 467(b) on ( ) at ( ) (designate a time 7 calendar days or sooner after filing) because the securities regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on ( ).
3.
o
pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the Registrant or the Canadian securities regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued with respect hereto.
4.
o
after the filing of the next amendment to this Form (if preliminary material is being filed).
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction’s shelf prospectus offering procedures, check the following box.
o
DEREGISTRATION OF SECURITIES
The Registrant filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form F-10 (Registration No. 333-195110) (as amended, the “Registration Statement”), for the sale of securities including common shares, preferred shares, debt securities, subscription receipts, warrants and units (collectively the “Securities”).
This Post-Effective Amendment No. 1 to the Registration Statement is being filed to deregister all of the Securities formerly issuable and registered under the Registration Statement and not otherwise sold by the Registrant as of the date that this Post-Effective Amendment No. 1 is filed.
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POWERS OF ATTORNEY
Each person whose signature appears below constitutes and appoints Luis Cabra Dueñas, David Charlton, Dustin Gemmill and Peter Dorey, and each of them, any of whom may act without the joinder of the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities indicated on July 12, 2017.
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Name
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Title
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/s/ Luis Cabra Dueñas
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Vice-Chairman and Chief Executive Officer and Director
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Luis Cabra Dueñas
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(Principal Executive Officer)
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/s/ David Charlton
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Vice-President, Finance, Treasurer and Chief Financial Officer
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David Charlton
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(Principal Financial Officer and Principal Accounting Officer)
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/s/ Albrecht W.A. Bellstedt
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Director
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Albrecht W.A. Bellstedt
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/s/ Javier Sanz Cedrón
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Director
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Javier Sanz Cedrón
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/s/ Thomas W. Ebbern
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Director
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Thomas W. Ebbern
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/s/ Josu Jon Imaz San Miguel
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Chairman and Director
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Josu Jon Imaz San Miguel
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/s/ Miguel Klingenberg Calvo
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Director
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Miguel Klingenberg Calvo
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/s/ Michael T. Waites
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Director
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Michael T. Waites
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this Post-Effective Amendment No. 1 to the Registration Statement, in the capacity of the duly authorized representative of the Registrant in the United States, on July 12, 2017.
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REPSOL OIL & GAS USA, LLC
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By:
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/s/ Dustin Gemmill
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Name:
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Dustin Gemmill
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Title:
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Assistant Secretary
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