Enerflex Ltd 6-K, filed Mar 2, 2023
Enerflex Ltd. (EFXT)
About this 6-K
Enerflex Ltd filed this 6-K on March 2, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Section 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of March 2023
Commission File Number: 001-41531
Enerflex Ltd.
(Exact name of registrant as specified in its charter)
Suite 904, 1331 Macleod Trail S.E.
Calgary, Alberta, Canada, T2G 0K3
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1). ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Exhibit |
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DESCRIPTION |
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99.1 |
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"FORM 13-501F1 CLASS 1 REPORTING ISSUERS AND CLASS 3B REPORTING ISSUERS - PARTICIPATION FEE" |
99.2 |
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"FORM 13-502F1 CLASS 1 AND CLASS 3B REPORTING ISSUERS - PARTICIPATION FEE" |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Dated: March 2, 2023 |
Enerflex Ltd. |
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By: |
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/s/ Justin D. Pettigrew |
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Name: |
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Justin D. Pettigrew |
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Title: |
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Corporate Secretary and Associate General Counsel, Corporate |
Note: [01 Mar 2017] – The following is a consolidation of 13-501F1. It incorporates amendments to this document that came into effect on March 1, 2017. This consolidation is provided for your convenience and should not be relied on as authoritative. FORM 13-501F1 CLASS 1 REPORTING ISSUERS AND CLASS 3B REPORTING ISSUERS – PARTICIPATION FEE MANAGEMENT CERTIFICATION Title: Reporting Issuer Name: End date of previous financial year: Type of Reporting Issuer: [ ] Class 1 reporting [ ] Class 3B reporting issuer issuer Highest Trading Marketplace: Market value of listed or quoted equity securities: Equity Symbol 1st Specified Trading Period (dd/mm/yy) Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace I, Sanjay Bishnoi , an officer of the reporting issuer noted below have examined this Form 13-501F1 (the Form) being submitted hereunder to the Alberta Securities Commission and certify that to my knowledge, having exercised reasonable diligence, the information provided in the Form is complete and accurate. $ 8.0100 (i) EFX 01/01/22 to 31/03/22 Toronto Stock Exchange December 31, 2022 ENERFLEX LTD. March 1, 2023 Date: "Sanjay Bishnoi" Name: Sanjay Bishnoi Senior Vice President and Chief Financial Officer
Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period Market value of class or series (i) x (ii) $ (A) 2nd Specified Trading Period (dd/mm/yy) to Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period (iv) Market value of class or series (iii) x (iv) $ (B) 3rd Specified Trading Period (dd/mm/yy) Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace $ (v) Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period Market value of class or series (v) x (vi) $ 531,808,122.45 (C) 89,680,965 (vi) 5.9300 544,363,457.55 89,680,965 $ 6.0700 (iii) 30/06/22 01/04/22 718,344,529.65 89,680,965 (ii) 01/07/22 to 30/09/22
4th Specified Trading Period (dd/mm/yy) Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period (viii) Market value of class or series (vii) x (viii) $ (D) 5th Specified Trading Period (dd/mm/yy) to Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace $ (ix) Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period (x) Market value of class or series (ix) x (x) $ (E) Average Market Value of Class or Series (Calculate the simple average of the market value of the class or series of security for each applicable specified trading period (i.e. A through E above)) $ (1) (Repeat the above calculation for each other class or series of equity securities of the reporting issuer (and a subsidiary, if applicable) that was listed or quoted on a marketplace at the end of the previous financial year) 01/10/22 to 31/12/22 $ 8.5400 (vii) 123,739,020 1,056,731,230.8 712,811,835.11
Fair value of outstanding debt securities: (Provide details of how value was determined) $ 869,287,551.87 Capitalization for the previous financial year (1) + (2) (2) $ 1,582,099,386.98 Participation Fee $ 28,000.0000 Late Fee, if applicable $ 0.0000 Total Fee Payable $ 28,000.0000 (Participation Fee plus Late Fee)
Calculation for Fair Value of Outstanding Debt Securities: *USD converted to CAD using exchange rate provided by the Bank of Canada for December 31, 2022 ($1.00 CAD per $1.3544 USD). Value calculation (see below for calculations): (USD $641,824,831.57) CAD $869,287,551.87 U$625.0 million Senior Secured Notes due 2027 = CAD $869,287,551.87
FORM 13-502F1 CLASS 1 AND CLASS 3B REPORTING ISSUERS – PARTICIPATION FEE Reporting Issuer Name: End date of previous financial year: Type of Reporting Issuer: □ Class 3B reporting issuer Highest Trading Marketplace: 1st Specified Trading Period (dd/mm/yy) (refer to the definition of “specified trading period” under OSC Rule 13-502 Fees) Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period Market value of class or series (i) x (ii) (A) 2nd Specified Trading Period (dd/mm/yy) (refer to the definition of “specified trading period” under OSC Rule 13-502 Fees) MANAGEMENT CERTIFICATION I, Sanjay Bishnoi , an officer of the reporting issuer noted below have examined this Form 13-502F1 (the Form) being submitted hereunder to the Ontario Securities Commission and certify that to my knowledge, having exercised reasonable diligence, the information provided in the Form is complete and accurate. (s) "Sanjay Bishnoi" March 1, 2023 Name: Sanjay Bishnoi Date: Title: Senior Vice President and Chief Financial Officer ENERFLEX LTD. December 31, 2022 ✔ Class 1 reporting issuer Toronto Stock Exchange (refer to the definition of “highest trading marketplace” under OSC Rule 13-502 Fees) Market value of listed or quoted equity securities: (in Canadian Dollars - refer to section 7.1 of OSC Rule 13-502 Fees) Equity Symbol EFX January 1, 2022 to _March 31, 2022 $ 8.01 (i) 89,680,965 (ii) $ 718,344,530 April 1, 2022 to _June 30, 2022
Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period Market value of class or series (iii) x (iv) 3rd Specified Trading Period (dd/mm/yy) (refer to the definition of “specified trading period” under OSC Rule 13-502 Fees) Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period Market value of class or series (v) x (vi) 4th Specified Trading Period (dd/mm/yy) (refer to the definition of “specified trading period” under OSC Rule 13-502 Fees) Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period Market value of class or series 5th Specified Trading Period (dd/mm/yy) (if applicable - refer to the definition of “specified trading period” under OSC Rule 13-502 Fees) to Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace $ (ix) Number of securities in the class or series of such (x) $ 6.07 (iii) 89,680,965 (iv) $ 544,363,458 (B) July 1, 2022 to _September 30, 2022_ $ 5.93 (v) 89,680,965 (vi) $ 531,808,122 (C) October 1, 2022 to _December 31, 2022_ 8.54 (vii) 123,739,020 (viii) (vii) x (viii) $ 1,056,731,231 (D)
security outstanding at the end of the last trading day of the specified trading period Market value of class or series (ix) x (x) $ (E) Average Market Value of Class or Series (Calculate the simple average of the market value of the class or series of security for each applicable specified trading period (i.e. A through E above)) of OSC Rule 13-502 Fees) (Provide details of how value was determined) Capitalization for the previous financial year (1) + (2) $ 869,287,551.87 (2) $ 1,582,099,386.98 Participation Fee (For Class 1 reporting issuers, from Appendix A of $ 59,350 OSC Rule 13-502 Fees, select the participation fee) (For Class 3B reporting issuers, from Appendix A.1 of OSC Rule 13-502 Fees, select the participation fee) Late Fee, if applicable (As determined under section 2.7 of OSC Rule 13- 502 Fees) $ 0 Total Fee Payable (Participation Fee plus Late Fee) $ 59,350 $ 712,811,835.11 (1) (Repeat the above calculation for each other class or series of equity securities of the reporting issuer (and a subsidiary pursuant to paragraph 2.8(1)(c) of OSC Rule 13-502 Fees, if applicable) that was listed or quoted on a marketplace at the end of the previous financial year) Fair value of outstanding debt securities: (See paragraph 2.8(1)(b), and if applicable, paragraph 2.8(1)(c)
Calculation for Fair Value of Outstanding Debt Securities: *USD converted to CAD using exchange rate provided by the Bank of Canada for December 31, 2022 ($1.00 CAD per $1.3544 USD). Value calculation (see below for calculations): (USD $641,824,831.57) CAD $869,287,551.87 U$625.0 million Senior Secured Notes due 2027 = CAD $869,287,551.87