UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FORM 6-K
REPORT
OF FOREIGN PRIVATE ISSUER TO RULE 13A or 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
| For the Month of : December 2002 (2) | File
No.: 0-11378
|
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20F or Form 40F
Form 20F [ X ] Form 40F [ ]
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes [ ] No [ X ]
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with rule 12g-3-2(b): 82-____________.
| FORM 6K | Page
2 |
Submitted herewith:
SIGNATURES
Pursuant to the requirements 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.
TransGlobe
Energy Corporation |
||
(Registrant) |
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| Date: December 9, 2002 | By:
/s/ David C. Ferguson |
|
| David C. Ferguson | ||
| Vice President, Finance & CFO | ||
MATERIAL CHANGE REPORT
THIS REPORT IS FILED UNDER British Columbia (section 85(1) of the Securities Act and section 151 of the Securities Rules); Ontario (section 75(2) of the Securities Act); Quebec (section 73 of the Securities Act); Alberta (section 146(1) of the Securities Act).
Item 1. Reporting Issuer
TransGlobe Energy Corporation
Suite 2900, 330 – 5th Avenue SW
Calgary AB T2P 0L4
Tel: (403) 264-9888 Fax: (403) 264-9898
Item 2. Date of Material Change
December 5, 2002.
Item 3. Press Release
Press release dated December 5, 2002 was disseminated by CCN Newswire (Canada and U.S. disclosure package) on December 5, 2002.
Item 4. Summary of Material Change
TransGlobe Energy Corporation (“TransGlobe” or the “Company”) announced a normal course issuer bid starting December 9, 2002 and terminating December 8, 2003.
Item 5. Full Description of Material Change
TransGlobe announced it has received approval from The Toronto Stock Exchange to make a normal course issuer bid for up to 4,855,435 common shares of the Company (being 10% of the public float as defined by The Toronto Stock Exchange) over a 12 month period; but not more than 1,029,896 common shares (2% of the issued and outstanding common shares) in any 30 day period, at the market price from time to time.
The bid may commence on December 9, 2002 and will continue until the earlier of December 8, 2003 and the date by which the Company has acquired the 4,855,435 common shares which may be purchased under the bid. Purchases will be made through the facilities of The Toronto Stock Exchange only, in accordance with the requirements of The Toronto Stock Exchange, and the price at which the Company will purchase its common shares will be the market price of the shares at the time of acquisition. The Company has appointed Raymond James Ltd. as its broker to conduct normal course issuer bid transactions. Common shares purchased by the Company will be returned to the Company’s treasury for cancellation. The Company has been advised that none of the insiders of the Company, nor their associates, has a present intention of selling common shares of the Company during the course of the bid.
“Our board of directors believes that the current market price of our shares does not fully reflect the value of our business, our underlying assets or our future prospects,” said Ross Clarkson, Chief
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Executive Officer of the Company. “Accordingly, the board of directors believes in having the Company purchase its own shares for cancellation is an appropriate strategy for increasing long term shareholder value.”
A copy of the Toronto Stock Exchange Notice is attached as Schedule “A” hereto.
Item 6. Reliance on (section 85(2) of the Securities Act, British Columbia), (section 75(3) of the Securities Act, Ontario), (section 74 of the Securities Act, Quebec), (section 146(2) of the Securities Act, Alberta).
Not applicable.
Item 7. Omitted Information
None.
Item 8. Senior Officers
For more information, please Ross G. Clarkson, President and CEO, or Lloyd W. Herrick, Vice President and COO, at (403) 264-9888.
Item 9. Statement of Senior Officer
The foregoing accurately discloses the material change referred to herein.
DATED at Calgary, Alberta, this 6 day of December, 2002
/s/
Ross Clarkson
(signed) Ross Clarkson, President & CEO
SCHEDULE “A”
NOTICE OF INTENTION TO MAKE A NORMAL COURSE ISSUER BID
| Item 1 | Name
of Issuer - TransGlobe Energy Corporation |
|
| Item 2 | Shares
Sought - The Company will make a normal course issuer bid in
accordance with the rules and policies of The Toronto Stock Exchange to
purchase not more than 4,855,435 common shares, being 10% of the public
float as defined by The Toronto Stock Exchange (the number of issued and
outstanding shares less shares owned by insiders) over a 12 month period;
but not more than 1,029,896 common shares (2% of the issued and outstanding
common shares) in any 30 day period. |
|
| Item 3 | Duration
– Commencing December 9, 2002; terminating December 8, 2003. |
|
| Item 4 | Method
of Acquisition – Purchases will be effected only through
the facilities of The Toronto Stock Exchange. The purchase and payment
for the shares will be made by the Company in accordance with the requirements
of the Exchange. The price that the Company will pay for any common shares
acquired by it will be the market price of the common shares at the time
of acquisition. All purchases by the Company will be made only by means
of open market transactions during the period that the normal course issuer
bid is outstanding. |
|
| Item 5 | Consideration
Offered – The Company is paying cash in accordance with
the usual settlement procedures. |
|
| Item 6 | Reasons
for the Normal Course Issuer Bid – The board of directors
of the Company believes that the current market price of the Company’s
common shares does not fully reflect the value of the Company’s business,
its assets and its future prospects. Accordingly, the board of directors
believes that having the Company purchase its own common shares for cancellation
is presently the best use of the Company’s excess cash to increase
long term shareholder value. |
|
| Item 7 | Valuation
- The only appraisal or valuation of the Company known to the directors
or offices after reasonable enquiry regarding the Company, its material
assets or securities prepared within the last 2 years proceeding the date
of this notice, are annual evaluations of its oil and gas reserves prepared
for its annual audit, summaries of which are disclosed in its Annual Information
Form, available at www.sedar.com, as follows: |
|
1.
|
report
dated January 22, 2002, effective January 1, 2002 on the Tasour
Prospect Howarime
Block 32, Yemen by Fekete Associates Inc., Reservoir Engineering &
Geology – Oil & Gas Property Evaluation, a copy of which has
been filed with the Alberta Securities Commission and which is referred
to in the Company’s Annual Information Form in Form 20-F for the
year ended December 31, 2001; |
|
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| 2 | . | report
entitled Evaluation of the Interests of TransGlobe Energy Corporation
dated February 16, 2002, effective December 31, 2001 by Outtrim
Szabo Associates Ltd., petroleum consultants, a copy of which has
been filed with the Alberta Securities Commission and which is referred
to in the Company’s Annual Information Form in Form 20-F for the
year ended December 31, 2001; |
| 3 | . | report
entitled Evaluation of the Interests of TransGlobe Energy Corporation
dated February 20, 2001, effective December 31, 2000 by Outtrim
Szabo Associates Ltd., petroleum consultants, a copy of which has
been filed with the Alberta Securities Commission and which is referred
to in the Company’s Annual Information Form in Form 20-F for the
year ended December 31, 2000; and |
| 4 | . | report
dated February 15, 2001, effective January 1, 2000 on the Tasour Prospect
Howarime Block 32, Yemen by Fekete Associates Inc., a copy of which
has been filed with the Alberta Securities Commission and which is referred
to in the Company’s Annual Information Form in Form 20-F for the
year ended December 31, 2000. |
| Copies of the reports are available from: | ||
| Alberta
Securities Commission 4th Floor, 300 - 5th Avenue S.W. Calgary, AB, Canada T2P 3C4 Telephone: (403) 297-6454 Facsimile: (403) 297-6156 |
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| Item 8 | Previous
Purchases – The Company has not purchased its common shares
within the
past 12 months. |
| Item 9 | Persons
Acting Jointly or In Concert with the Issuer – No persons
are acting jointly
or in concert with the Company in respect of this normal course issuer
bid. |
| Item 10 | Acceptance
by Insiders, Affiliates and Associates – The Company has
been advised
that no directors or senior officers of the Company have a present intention
to sell common shares of the Company during the course of this normal
course issuer
bid. Furthermore, after reasonable enquiry the Company is unaware of
any associate of a director or senior officer of the Company who has a
present intention
to sell shares. |
| Item 11 | Benefits from the Normal Course Issuer Bid – N/A. |
| Item 12 | Material
Changes in the Affairs of the Issuer Company – There are
no previously
undisclosed material changes. |
| Item 13 | Certificate
– This notice is certified complete and accurate and in compliance
with Part 6
of the Rules and Policies of The Toronto Stock Exchange by the undersigned
who have been duly authorized by the Company’s board of directors. |
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This notice contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made. |
|
"Ross Clarkson" /s/
Ross Clarkson
Ross G. Clarkson, President & CEO