Wilks Brothers running out of appeals to push its Calfrac offer as most acrimonious M&A fight in the oilpatch this year draws to a close


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“We’re chiefly concerned that investors haven’t fully internalized the degree of dilution embedded in the restructuring plan,” Bradford wrote.

Alberta Investment Management Corp. (AIMCo), which manages $119 billion in Alberta’s public sector pension money, confirmed to the Financial Post that it voted in favour of the Calfrac management’s proposal over the Wilks’ offer.

AIMCo was Calfrac’s third-largest shareholder at the time of the vote with 16.5 per cent of the company’s shares and ended up swinging the acrimonious proxy fight away from Wilks and in favour of Calfrac management.

Calfrac’s largest shareholder is the company’s executive chairman Ronald Mathison, who controls 25 million shares through MATCO Investments Ltd. and a numbered company, according to company disclosures.

As new shares in Calfrac are issued, AIMCo’s existing equity stake will be diluted sharply. But AIMCo also owned $30 million of Calfrac’s senior unsecured notes and may be able to offset the dilution by exercising its options on new shares.

AIMCo spokesperson Dénes Németh said in an email the firm would be able to convert its debt into shares but did not specify exactly how many shares it’s entitled to or how its equity stake in the company would change as a result of the transaction.

AIMCo is also the co-owner of Glass Lewis, which had recommended the Wilks’ offer.

The pension fund manager’s decision to vote against its own shareholder advisory firm’s recommendation “may devalue Glass Lewis’ services a little in the sense that the owner of your company is not taking your advice,” said Ari Pandes, finance professor at the University of Calgary’s Haskayne School of Business.

But AIMCo said it’s not bound by the advisory firm’s decision.

“AIMCo’s proxy processes are highly robust — guided by our own bespoke proxy voting guidelines and internal assessments, and informed, but not bound, by research from third party independent firms,” Németh said, adding that AIMCo votes with its clients’ “bests interests in mind, so it is not uncommon for AIMCo to vote contrary to the guidance of proxy advisory firms.”

• Email: gmorgan@nationalpost.com | Twitter:





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Experts from Scotland who led push to criminalise coercive control give evidence to Australian committee


Scotland has laws that are considered the “gold standard” for protecting women and children from coercive control and they have caught the eye of Australian politicians.

Coercive control is when patterns of abusive behaviours are used by one person to dominate and control another in a relationship.

It usually happens gradually and can involve things like threats, surveillance, insults and withholding money.

It is described as the kind of invisible systemic abuse that over time robs victims of their autonomy and independence.

It is almost always a factor in cases of intimate partner homicide.

In Scotland, laws criminalising coercive control came into force last year and are considered to be the “gold standard” globally.

Federal politicians in Australia have turned to the people who helped develop those laws, as they consider what more can be done as domestic violence claims the life of one woman a week in Australia.

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Who helped in Scotland?

Scottish Women’s Aid was one of the key players advocating for change, and it went on to play a central role in crafting the Domestic Abuse Act.

Speaking to an Australian parliamentary inquiry this week, chief executive Dr Marsha Scott said the old laws were ineffective at responding to coercive control.

“The status quo was not acceptable in Scotland, and I would suggest it’s not acceptable in Australia either,” she said.

“I have seen so few domestic abuse cases in which there wasn’t some element of coercion.

“It’s important not to think of coercive control as this totally separate phenomenon that happens and then physical assault happens in a different relationship, they’re all embedded together.”

The bill was developed carefully over time and produced with women’s organisations, in consultation with victim-survivors of domestic violence.

“What women have told us is what they were seeing being prosecuted by the crime office and being pursued by police was the tiny tip of the iceberg,” she said.

“In fact, often their experiences were trivialised by saying, ‘Well you don’t have a broken bone, we don’t see any blood’.”

Dr Marsha Scott says women in Scotland often felt their experiences had been trivialised.(Supplied: Scottish Women’s Aid)

The parliamentary inquiry she was speaking to is currently looking at immediate and long-term measures to prevent violence against women and their children.

It’s still relatively early days for the Scottish law and its effectiveness is still being assessed, but Dr Scott told the committee 1,000 cases against alleged offenders have been taken to court, with men overwhelmingly the perpetrators and women and children the victims.

Those keeping a close eye on how the law was working in practice are “cautiously optimistic” and in locations where police have been trained well, women are seeing a difference.

She acknowledged there are “some risks” attached to enacting such laws, but prosecution data so far suggests their concerns have not eventuated.

“One of our biggest concerns is that there’s lots of evidence over decades that when you implement new laws that change arrest policies, you get a spike in arrests of women who are actually victims,” she said.

‘You almost feel you’ve got a terrorist in your house’

Linda’s* former partner and father of her child was intensely loving at first, but he gradually isolated her from family and broke down her confidence.

“I felt trapped, you almost feel like you’ve got a terrorist in your house,” she said.

A woman stands looking out over her backyard from a balcony on a sunny day.
Linda says the abuse got worse in her former relationship after she fell pregnant.(ABC News: Lydia Feng)

“You’re scared, you are walking on eggshells constantly.”

She said his subtle abuse, which included put-downs and sudden moments of rage, got worse after she fell pregnant.

She managed to leave with the help of support groups and believes criminalising coercive control would help other women escape abusive relationships.

“It was detrimental to my self-esteem … the way you are with other people, you don’t trust people, you can’t go to work and function at a high level, you are constantly scared,” she said.

While Federal Parliament is investigating the issue, criminalising coercive control would require legislative action by state and territory governments.

At the moment, only Tasmania has laws that seek to respond to coercive and controlling behaviours.

Domestically, women’s safety groups have been successful in convincing governments such laws are worth looking at and New South Wales, Queensland, and Victoria are all at different stages of considering possible changes.

However, a small group of federal politicians from across party lines have set aside their political differences to form an action group to raise awareness about violence against women and push for policy changes where needed. 

Greens senator Larissa Waters, Labor MP Anne Aly and Liberal MP Fiona Martin believe the Federal Government does have a role to play.

“We certainly hope that coercive control can be legislated on to eliminate violence against women and their children,” Dr Martin said.

Senator Waters said the Federal Government should proactively encourage states to take a unified response.

“It’s important for the Federal Government to make sure it’s a consistent approach nationally,” Senator Waters said.

“You shouldn’t get a different level of protection based on which state or territory you live in.”

Ms Aly said the impacts of criminalising coercive control still needed to be interrogated further but said: “This is the place where the conversation needs to start, because nothing changes without political will.”

*Not her real name.



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AFL 2020 | Richmond Tigers had to straighten up ‘irritated’ Damien Hardwick to keep flag push on track


“He just had to be more positive.”

At that stage Hardwick had ripped COVID-safe posters off the walls inside the club and was questioning AFL decisions made to safeguard the competition which saw players have to train in small groups and football department staff segregated from the rest of the club.

And the Tigers performed poorly when the season restarted in June.

In the media conference immediately after the Tigers’ brilliant premiership win over Geelong at the Gabba, Hardwick admitted his attitude had been wrong and it took words from the club’s leaders to turn him around.

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He also admitted the club’s move to Queensland, which came after the club played Melbourne at the MCG in round five, could not have come at a better time as it allowed the group to come together as one.

While their performance rebounded on the field with Richmond winning 13 of the 16 games they played while based on the Gold Coast, their initial response to the circumstances they faced set the scene for the club to be involved in a series of high profile incidents both on the field and relating to the AFL-imposed protocols.

After Sydney Stack and Callum Coleman-Jones were sent home after being involved in an early morning altercation in Surfer’s Paradise, Gale admitted the club’s brand had been tarnished and they needed to work to restore their supporters’ trust.

In the book both Gale and Livingstone empathised with Hardwick’s response although they could not allow it to fester.

“Look at his background,” Livingstone said. “He’s an accountant, and he looks at the numbers and the statistics and the logic behind it, and he didn’t see things adding up, and he found it frustrating.”

Gale, who rejoined the Tigers’ hub in September for their relentless ride towards their third premiership in four years, would later tell Hardwick he was coaching magnificently and was in form.

Marshall’s book captures Hardwick’s influence on the group as he tells stories before each challenge to push the team to greater heights.

It also reveals that the coach developed a theme for the players before the season began which was, fortuitously, relevant to what eventuated with Hardwick introducing the group to a Finnish concept Sisu, which values grit, resilience and tenacity above all else, a word that helps Finland endure their harsh, unrelenting climate.

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It is the third book from Marshall about Richmond with The Age writer also writing Yellow & Black in 2017 and Stronger & Bolder in 2019 when the Tigers also won flags.

Published by Hardie and GrantThe Hard Way: The Story of Richmond’s 13th premiership is available in bookshops on December 10.

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Conservatives push for parliamentary committee study of failed vaccine deal


The federal Conservatives are calling for a parliamentary committee probe of the Liberal government’s plan to refit a National Research Council facility in Montreal to start producing a COVID-19 vaccine.

The government announced the $44 million project in May as part of a partnership between the NRC and a Chinese company to develop a made-in-Canada vaccine.

By August, the Liberals had confirmed the partnership with CanSino Biologics had fallen apart after the Chinese government blocked shipments of vaccine samples meant to be used in clinical trials in Canada.

Conservative Leader Erin O’Toole has criticized the Liberals for putting too much faith in Beijing, and blamed the failed deal for Canada being late to order vaccines from other foreign companies.

The proposed committee probe would look at the investment intended to upgrade the NRC facility and how the deal affected Canada’s efforts to ensure the country has timely access to vaccines.

Prime Minister Justin Trudeau admitted last week that Canada might have to wait for other countries to get access to vaccines, though the government and vaccine-makers have since downplayed any delay.



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EU, Canada, others push trade plan to help in COVID-19 battle



FILE PHOTO: European Union flags flutter outside the European Commission headquarters in Brussels, Belgium August 21, 2020. REUTERS/Yves Herman

November 23, 2020

By Philip Blenkinsop

BRUSSELS (Reuters) – The European Union, Canada and 11 other countries agreed on Monday to measures such as eliminating export curbs they believe should form the basis of a global deal to help tackle COVID-19 and future pandemics.

The “Ottawa Group” will present its proposals to the World Trade Organization in mid-December in the hope its 164 members will sign up early in 2021.

“If we adopt something in early spring of next year, say March, that would still be a moment when this would be relevant for the management of the pandemic,” a European Commission official said, adding this would cover a busy period when vaccines were being made and distributed.

The group, which does not include the United States or China, wants WTO members to commit to removing export restrictions on medical supplies – some 70 still have them in place, according to EU officials.

Any such restrictions should be targeted and temporary and not disturb the COVAX initiative to provide equitable access to COVID-19 drugs.

WTO members should, they say, take steps to ease trade flows, such as streamlining customs, and not impose on pandemic-related goods during the crisis.

They also urge greater transparency and believe the WTO, World Health Organization and World Customs Organization can work more closely to be ready for future pandemics.

The Ottawa Group’s other members are Australia, Brazil, Chile, Japan, Kenya, South Korea, Mexico, New Zealand, Norway, Singapore and Switzerland.

The group’s initiative is not the only one related to the pandemic at the WTO.

India, South Africa and other developing countries want to waive intellectual property rules to improve access to affordable drugs.

The European Union, the United States and other wealthy nations oppose this, saying pharmaceutical companies need financial incentives to develop vaccines and therapies and there is sufficient flexibility under existing trade rules.

(Reporting by Philip Blenkinsop; Editing by Nick Macfie)





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India, Luxembourg ink 3 pacts to push investment ties in their maiden summit in two decades


NEW DELHI: Prime Minister Narendra Modi on Thursday emphasised that the belief in democracy, rule of law and freedom is the strength of the partnership between India and Luxembourg as the two sides signed three pacts at their first bilateral summit in two decades to push their business and investment partnership.

The two Prime Ministers at the Summit exchanged views on strengthening India-Luxembourg relationship in the post-COVID world, especially in the areas of financial technology, green financing, space applications, digital innovations and start-ups.

The three agreements signed at the Summit are MoU between India International Exchange (India INX) and Luxembourg Stock Exchange (Provides for cooperation in financial services industry, maintenance of orderly markets in securities respective country, ESG (environmental, social and governance) and green finance in the local market.); MoU between State Bank of India and Luxembourg Stock Exchange (Provides for cooperation in financial services, industry maintenance of orderly markets in securities respective country, ESG (environmental, social and governance) and green finance in the local market); and MoU between Invest India and Luxinnovation (This will support and develop mutual business cooperation between Indian and Luxembourg companies, including promotion and facilitation of inbound FDI, coming from or proposed by Indian and Luxembourgish investors).

The two sides have proposed agreement between the regulatory authorities “Commission de Surveillance du Secteur Financier” (CSSF) and the Securities and Exchange Board of India (SEBI) would deepen bilateral cooperation in the financial sector.

Speaking at the India-Luxembourg summit held virtually Modi said, “India-Luxembourg`s partnership amid the COVID-19 pandemic can be beneficial for the recovery of both the countries. Our bilateral belief in democracy, rule of law and freedom strengthens our relation and partnership.”

Luxembourg Prime Minister Xavier Bettel greeted Modi as “Hello my friend” after welcoming him with folded hands. “On the behalf of 130 crore Indians, I send my condolences to the people who died of COVID-19 in Luxembourg. I also congratulate the Prime Minister for his efficient dealing with the coronavirus,” he said, adding, “This year`s summit is very important. We have been meeting on various platforms but this is the first stand-alone summit since the past two decades.”

He also welcomed Luxembourg`s decision to join the International Solar Alliance and urged Luxembourg counterpart Xavier Bettel to join the Coalition for Disaster Resilient Infrastructure.

The Prime Minister suggested that India and Luxembourg have immense potential to increase trade partnerships. “We have a good partnership in the field of steel, financial technology, digital domain but there is a chance of taking it further. I am happy that our space agency recently launched Luxembourg`s four satellites. We welcome Luxembourg`s decision to join the International Solar Alliance. We welcome you to join the Coalition for Disaster Resilient Infrastructure.”

The two Prime Ministers also took note of the long-standing cooperation between India and Luxembourg in the steel sector and the leaders called upon businesses, including SMEs and startups, to explore further opportunities for expanding the economic relationship. They also noted that Luxembourg companies were taking a growing interest in India’s various initiatives related to the environment, clean energy and sustainable technologies, including the Clean Ganga Mission.

Bettel highlighted that Luxembourg, as a leading international financial centre in Europe, can act as an important bridge to help connect India’s financial services industry with international markets and reach European and global investors.

The two leaders agreed that the challenge of future-proofing global supply chains will be to ensure a smooth interplay between interdependence and greater resilience, requiring notably an increased coordination among all stakeholders involved in the value chain.

The two leaders expressed their determination to promote effective and reformed multilateralism and a rules-based multilateral order with the United Nations (UN) and the World Trade Organisation (WTO) at its core.





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virus info push in south-west Sydney


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“In the past cases have appeared following several days without cases because of transmission among people with mild symptoms,” NSW Health’s Dr Jeremy McAnulty said.

Arabic-speaking nurses fronted the COVID-19 information hub at Westfield Liverpool on Tuesday morning. Earlier this month, nurses staffed hubs at shopping centres in Narellan, Campbelltown and Carnes Hill.

“Going out in our shopping centres and connecting with our local communities – it is evident that we do still have some work to do,” said Sonia Marshall, incident controller at South Western Sydney Local Health District emergency operations centre.

“Testing numbers, while they’re not bad, they have dropped off … we need to continue to remind people to get tested if they have symptoms.”



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Trump Administration, in Late Push, Moves to Sell Oil Rights in Arctic Refuge


In a last-minute push to achieve its long-sought goal of allowing oil and gas drilling in the Arctic National Wildlife Refuge in Alaska, the Trump administration on Monday announced that it would begin the formal process of selling leases to oil companies.

That sets up a potential sale of leases just before Jan 20, Inauguration Day, leaving the new administration of Joseph R. Biden Jr., who has opposed drilling in the refuge, to try to stop the them after the fact.

“The Trump administration is trying a ‘Hail Mary’ pass,” said Jenny Rowland-Shea, a senior policy analyst at the Center for American Progress, a liberal group in Washington. “They know that what they’ve put out there is rushed and legally dubious.”

The Federal Register on Monday posted a “call for nominations” from the Bureau of Land Management, to be officially published Tuesday, relating to lease sales in about 1.5 million acres of the refuge along the coast of the Arctic Ocean. A call for nominations is essentially a request to oil companies to specify which tracts of land they would be interested in exploring and potentially drilling for oil and gas.

The American Petroleum Institute, an industry group, said it welcomed the move. In a statement, the organization said that development in the refuge was “long overdue and will create good-paying jobs and provide a new revenue stream for the state — which is why a majority of Alaskans support it.”

The call for nominations will allow 30 days for comments, after which the bureau, part of the Interior Department, could issue a final notice of sales to occur as soon as 30 days later. That means the sales could be held a few days before Inauguration Day.

Normally the bureau would take time to review the comments and determine which tracts to sell before issuing the final notice of sale, a process that can take several months. In this case, however, the bureau could decide to offer all of the acreage and issue the notice immediately.

There was no immediate response to emailed requests for comment from the Interior Department or the Bureau of Land Management office in Alaska.

Any sales would then be subject to review by agencies in the Biden administration, including the bureau and the Justice Department, a process that could take a month or two. That could allow the Biden White House to refuse to issue the leases, perhaps by claiming that the scientific underpinnings of the plan to allow drilling in the refuge were flawed, as environmental groups have claimed.

At stake is the future of the refuge, one of the most remote and pristine parts of the United States and home to polar bears and migrating caribou, among other wildlife. In 2017, in a reversal of decades of protections, the Trump administration and the Republican-controlled Congress opened the refuge’s coastal plain to potential oil and gas development.

The coastal plain is thought to overlie geological formations that could hold billions of barrels of oil, although that assessment is based on data collected in the 1980s. Only one exploratory well has ever been drilled in the refuge, and a New York Times investigation found that the results were disappointing.

Should sales proceed, it is unclear how much interest drilling in the refuge will attract from oil companies. It would be at least a decade before oil would be produced from there, and by then the drive to wean the world from fossil fuels may have lessened the need for it. Arctic oil production is also difficult and costly; companies may decide it’s not worth the effort financially. They also may fear the potential impact to their reputations by drilling in such a pristine place.

In August, the Interior Department announced that it accepted a final environmental review of the lease-sale plan and would begin preparing to auction off acreage. At the time, Interior Secretary David Bernhardt said he believed that sales could occur before the end of the year.

Environmentalists and other opponents, including a group representing an Alaska Native tribe, the Gwich’in, who live near the refuge, filed suit, claiming that the Interior Department did not adequately take into account the effects of oil and gas development on climate change and on wildlife.

Those groups also criticized the decision to put forward the call for nominations.

“This lease sale is one more box the Trump administration is trying to check off for its oil industry allies before vacating the White House in January,” said Adam Kolton, executive director of the Alaska Wilderness League, in a statement. “It is disappointing that this administration until the very end has maintained such low regard for American’s public lands, or the wildlife and Indigenous communities that depend on them.”

Separately, the Bureau of Land Management has revived a plan for a seismic survey in the coastal plain to better assess the petroleum reserves there. The survey has been proposed by an Alaska Native village corporation, the Kaktovik Inupiat Corporation, using a contractor, SAExploration, that had been part of a similar proposal in 2018 that went nowhere.

If the bureau gives final approval to the plan, heavy survey trucks could be rolling across part of the coastal plain by the end of this year.

Environmental groups have objected to the plan for a survey, which they say will permanently harm the delicate tundra and could disturb, injure or kill denning polar bears. But even if the survey proceeds, it will not be finished until well after the sales take place.



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