If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box ¨.
*The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 15135U109
|
Schedule 13D
|
Page 2
of 17 pages
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
|
L.F. Investments S.à r.l.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
|
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
|
250,379,879(1)
|
8
|
SHARED VOTING POWER
|
0
|
9
|
SOLE DISPOSITIVE POWER
|
250,379,879(1)
|
10
|
SHARED DISPOSITIVE POWER
|
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
250,379,879(1)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
12.3%(2)
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
CO, HC
|
(1) Represents (a) 231,194,698
common shares, no par value per share (the “Common Shares”), of Cenovus Energy Inc. (the “Issuer”)
held by L.F. Investments S.à r.l. and (b) 19,185,181 Common Shares that L.F. Investments
S.à r.l. may purchase upon the exercise of warrants (the “Warrants”) within sixty days of January 11,
2021. The reporting persons expressly disclaim status as a group for purposes of this Schedule 13D.
(2) The ownership percentage is calculated based on an aggregate
of 2,017,387,808 Common Shares, which the Issuer has informed the Reporting Persons was the total number of outstanding Common
Shares immediately following the effectiveness of the Arrangement, and assuming exercise of all the Warrants referenced in footnote
1 above.
CUSIP No. 15135U109
|
Schedule 13D
|
Page 3
of 17 pages
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
|
Kimstar
Enterprises Limited
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong
|
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
|
250,379,879(1)
|
8
|
SHARED VOTING POWER
|
0
|
9
|
SOLE DISPOSITIVE POWER
|
250,379,879(1)
|
10
|
SHARED DISPOSITIVE POWER
|
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
250,379,879(1)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
12.3%(2)
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
CO, HC
|
(1) Represents (a) 231,194,698
common shares, no par value per share (the “Common Shares”), of Cenovus Energy Inc. (the “Issuer”)
held by L.F. Investments S.à r.l. and (b) 19,185,181 Common Shares that L.F. Investments
S.à r.l. may purchase upon the exercise of warrants (the “Warrants”) within sixty days of January 11,
2021. The reporting persons expressly disclaim status as a group for purposes of this Schedule 13D.
(2) The ownership percentage is calculated based on an aggregate
of 2,017,387,808 Common Shares, which the Issuer has informed the Reporting Persons was the total number of outstanding Common
Shares immediately following the effectiveness of the Arrangement, and assuming exercise of all the Warrants referenced in footnote
1 above.
CUSIP No. 15135U109
|
Schedule 13D
|
Page
4 of 17 pages
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
|
Chinaton
Investment Limited
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
|
250,379,879(1)
|
8
|
SHARED VOTING POWER
|
0
|
9
|
SOLE DISPOSITIVE POWER
|
250,379,879(1)
|
10
|
SHARED DISPOSITIVE POWER
|
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
250,379,879(1)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
12.3%(2)
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
CO, HC
|
(1) Represents (a) 231,194,698
common shares, no par value per share (the “Common Shares”), of Cenovus Energy Inc. (the “Issuer”)
held by L.F. Investments S.à r.l. and (b) 19,185,181 Common Shares that L.F. Investments
S.à r.l. may purchase upon the exercise of warrants (the “Warrants”) within sixty days of January 11,
2021. The reporting persons expressly disclaim status as a group for purposes of this Schedule 13D.
(2) The ownership percentage is calculated based on an aggregate
of 2,017,387,808 Common Shares, which the Issuer has informed the Reporting Persons was the total number of outstanding Common
Shares immediately following the effectiveness of the Arrangement, and assuming exercise of all the Warrants referenced in footnote
1 above.
CUSIP No. 15135U109
|
Schedule 13D
|
Page
5 of 17 pages
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
|
Evago
Investment Limited
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
|
250,379,879(1)
|
8
|
SHARED VOTING POWER
|
0
|
9
|
SOLE DISPOSITIVE POWER
|
250,379,879(1)
|
10
|
SHARED DISPOSITIVE POWER
|
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
250,379,879(1)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
12.3%(2)
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
CO, HC
|
(1) Represents (a) 231,194,698
common shares, no par value per share (the “Common Shares”), of Cenovus Energy Inc. (the “Issuer”)
held by L.F. Investments S.à r.l. and (b) 19,185,181 Common Shares that L.F. Investments
S.à r.l. may purchase upon the exercise of warrants (the “Warrants”) within sixty days of January 11,
2021. The reporting persons expressly disclaim status as a group for purposes of this Schedule 13D.
(2) The ownership percentage is calculated based on an aggregate
of 2,017,387,808 Common Shares, which the Issuer has informed the Reporting Persons was the total number of outstanding Common
Shares immediately following the effectiveness of the Arrangement, and assuming exercise of all the Warrants referenced in footnote
1 above.
CUSIP No. 15135U109
|
Schedule 13D
|
Page 6 of 17 Pages
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
|
Li Ka-Shing Castle Trustee Corporation Limited
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) ¨
(b) x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
|
250,379,879(1)
|
8
|
SHARED VOTING POWER
|
0
|
9
|
SOLE DISPOSITIVE POWER
|
250,379,879(1)
|
10
|
SHARED DISPOSITIVE POWER
|
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
250,379,879(1)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
12.3%(2)
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
CO
|
(1) Represents (a) 231,194,698 common shares, no par value per
share (the “Common Shares”), of Cenovus Energy Inc. (the “Issuer”) and (b) 19,185,181 Common
Shares that L.F. Investments S.à r.l. may purchase upon the exercise of warrants (the “Warrants”) within
sixty days of January 11, 2021. The reporting persons expressly disclaim status as a group for purposes of this Schedule 13D.
(2) The ownership percentage is calculated based on an aggregate
of 2,017,387,808 Common Shares, which the Issuer has informed the Reporting Persons was the total number of outstanding Common
Shares immediately following the effectiveness of the Arrangement, and assuming exercise of all the Warrants referenced in footnote
1 above.
CUSIP No. 15135U109
|
Schedule 13D
|
Page 7 of 17
Pages
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
|
Li Ka-Shing
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) ¨
(b) x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
China
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
|
250,379,879(1)
|
8
|
SHARED VOTING POWER
|
0
|
9
|
SOLE DISPOSITIVE POWER
|
250,379,879(1)
|
10
|
SHARED DISPOSITIVE POWER
|
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
250,379,879(1)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
12.3%(2)
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
IN
|
(1) Represents (a) 231,194,698 common shares, no par value per
share (the “Common Shares”), of Cenovus Energy Inc. (the “Issuer”) and (b) 19,185,181 Common
Shares that L.F. Investments S.à r.l. may purchase upon the exercise of warrants (the “Warrants”) within
sixty days of January 11, 2021. The reporting persons expressly disclaim status as a group for purposes of this Schedule 13D.
(2) The ownership percentage is calculated based on an aggregate
of 2,017,387,808 Common Shares, which the Issuer has informed the Reporting Persons was the total number of outstanding Common
Shares immediately following the effectiveness of the Arrangement, and assuming exercise of all the Warrants referenced in footnote
1 above.
CUSIP No. 15135U109
|
Schedule 13D
|
Page 8 of 17
Pages
|
|
Item 1
|
Security and Issuer
|
This Schedule 13D relates to the common shares, no
par value per share (the “Common Shares”), of Cenovus Energy Inc., a corporation amalgamated under the laws
of Canada (the “Issuer”). The Issuer’s principal executive offices are located at 4100, 225 – 6th
Avenue S.W., Calgary, Alberta, Canada T2P 1N2.
|
Item 2
|
Identity and Background
|
(a). and (f). This Schedule 13D is being filed jointly
by:
i. L.F.
Investments S.à r.l., a company incorporated in Luxembourg (“LFI”);
ii. Kimstar
Enterprises Limited, a company incorporated in Hong Kong (“Kimstar”);
iii. Chinaton
Investment Limited, a company incorporated in the British Virgin Islands (“Chinaton”);
iv. Evago Investment Limited, a company incorporated
in the British Virgin Islands (“Evago”);
v. Li Ka-Shing
Castle Trustee Corporation Limited, a company incorporated in the Cayman Islands (“Castle Trustee”); and
vi. Mr. Li Ka-Shing, a citizen of Hong Kong.
The foregoing parties are collectively herein referred
to as the “Reporting Persons” and each as a “Reporting Person.”
Kimstar and Chinaton own all of the outstanding share
capital of LFI. Kimstar is wholly owned by Chinaton, which is wholly owned by Evago. Evago is wholly owned by Castle Trustee. Castle
Trustee serves as the trustee of The Li Ka-Shing Castle Discretionary Trust, a discretionary trust established by Mr. Li Ka-Shing
as settlor under the laws of the Cayman Islands of which members of Mr. Li Ka-Shing’s family are discretionary beneficiaries.
The Reporting Persons hereby disclaim beneficial ownership of the securities referred to above, except to the extent the exercise
of the Castle Trustee’s discretionary trust powers vests it with voting and/or dispositive control over such securities.
Set forth on Schedule A attached hereto and incorporated
herein by reference is the principal business of each Reporting Person and the name and citizenship of each of the directors and
executive officers of each Reporting Person.
(b). Set forth on Schedule A attached hereto and
incorporated herein by reference is the principal address of each Reporting Person and of the directors and executive officers
of each Reporting Person.
(c). Set forth on Schedule A attached hereto and
incorporated herein by reference is the principal occupation or employment of each of the directors and executive officers of each
Reporting Person as well as the principal business and address of the corporation or other organization in which such director
or executive officer’s employment is conducted.
CUSIP No. 15135U109
|
Schedule 13D
|
Page 9 of 17
Pages
|
(d). During the last five years, none of the
Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons named in this Item 2, has been
convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e). During the last five years, none of the Reporting
Persons or, to the best knowledge of the Reporting Persons, any of the other persons named in this Item 2, has been a party to
any civil proceeding commenced before a judicial or administrative body of competent jurisdiction as a result of which it was or
is now subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities law or finding any violation with respect to such laws.
Item 3
|
Source and Amount of Funds or Other Consideration
|
On January 1, 2021, the Issuer acquired all of the
issued and outstanding common shares (the “Husky Common Shares”) of Husky Energy Inc. (“Husky”)
pursuant to a court-approved Plan of Arrangement in accordance with the provisions of the Business Corporations Act (Alberta)
(the “Arrangement”). As a result, a portion of the Husky Common Shares held by each common shareholder of Husky
was exchanged for warrants (“Warrants”) and the remaining portion of the Husky Common Shares was exchanged for
Common Shares, such that, in aggregate, each common shareholder of Husky received 0.7845 of a Common Share and 0.0651 of a Warrant
in respect of each Husky Common Share held. Each whole Warrant entitles the holder thereof to acquire one Common Share upon payment
in full of the exercise price of C$6.54 per Common Share at any time up to 60 months following completion of the Arrangement.
Upon the effectiveness of the Arrangement, LFI, as
a holder of Husky Common Shares, automatically received the Common Shares and Warrants disclosed in this Schedule 13D in exchange
for its Husky Common Shares. No other consideration was used by the Reporting Persons in connection with the acquisition of the
Common Shares and Warrants described in this Schedule 13D.
|
Item 4.
|
Purpose of Transaction.
|
The information set forth in or incorporated by reference
in Items 3 and 6 of this Schedule 13D is incorporated by reference into this Item 4.
The Reporting Persons hold the Common Shares and
Warrants as described in this Schedule 13D for investment purposes and intend to review their investment in the Issuer on a continuing
basis. Subject to the terms of the Standstill Agreement (as defined below), depending on various factors, including but not limited
to the Issuer’s business, prospects, financial position and strategic direction, price levels of the Common Shares and Warrants,
conditions in the securities markets, and general economic and industry conditions, each Reporting Person may in the future take
such actions with respect to its investment in the Issuer as it deems appropriate, including changing its current intentions, with
respect to any or all matters required to be disclosed in this Schedule 13D.
Consistent with the Reporting Persons’
investment purposes, subject to the terms of the Standstill Agreement, the Reporting Persons may engage in communications
with, without limitation, one or more shareholders of the Issuer, management of the Issuer or one or more members of the
board of directors of the Issuer, and may make suggestions concerning the Issuer’s operations, prospects, business and
financial strategies, strategic direction and transactions, assets and liabilities, business and financing alternatives and
such other matters as the Reporting Persons may deem relevant to their ownership of the Common Shares and Warrants. The
Reporting Persons expect that they will, from time to time, review their investment position in the Issuer and may, subject
to the terms of the Standstill Agreement, make additional purchases of Common Shares (or other securities convertible or
exercisable into Common Shares) in the open market or in privately negotiated transactions, or hold or dispose of all or part
of their investments in the Common Shares, depending upon the Reporting Persons’ evaluation of the Issuer’s
business, prospects, financial condition and strategic direction, the market for the Common Shares and Warrants, other
opportunities available to the Reporting Persons, general economic conditions, stock market conditions and other factors.
CUSIP No. 15135U109
|
Schedule 13D
|
Page 10 of 17
Pages
|
Except as set forth in this Item 4 or Item 6 below,
the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in
clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5
|
Interest in Securities of the Issuer
|
(a). and (b). The information required by Items 5(a)
and 5(b) is set forth in Rows 7-13 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
To the knowledge of the Reporting Persons, among
the directors and executive officers of each Reporting Person listed in Schedule A hereto:
• Mr. Frank John Sixt owns 55,064 Common
Shares and 4,569 Warrants of the Issuer;
• Mr. Neil McGee owns 58,096 Common Shares
and 4,820 Warrants of the Issuer; and
• none of the other persons named in Item
2 beneficially owns any Common Shares or securities of the Issuer convertible into Common Shares within sixty days of January 11,
2021.
(c). Except as described in this Schedule 13D, none
of the Reporting Persons or, to the best knowledge of the Reporting Persons, any other person named in Item 2 has effected any
transaction in the Common Shares during the past 60 days.
(d). No other persons are known to have the right
to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares.
(e). Not Applicable.
Item 6
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
The information set forth in Items 3 and 5 is hereby
incorporated by reference into this Item 6.
In connection with the Arrangement, LFI entered into
a Support Agreement, Standstill Agreement, Pre-Emptive Rights Agreement and a Registration Rights Agreement with the Issuer, which
are described below.
Support Agreement
On October 24, 2020, LFI entered into a support
agreement (the “Support Agreement”) with the Issuer pursuant to which LFI agreed, among other things, to vote,
or cause to be voted, all of the Husky Common Shares or any other securities of Husky having voting rights in respect of the Arrangement
beneficially owned, controlled or directed or subsequently acquired by it: (a) for and in favor of the Arrangement; and (b) against
any other business combination, arrangement, amalgamation, merger, consolidation, reorganization, recapitalization, liquidation,
material asset sale or similar transaction involving Husky, or any issue of securities by Husky, or any resolution to approve,
ratify or adopt any of the foregoing. The Support Agreement terminated as of January 1, 2021.
CUSIP No. 15135U109
|
Schedule 13D
|
Page 11 of 17
Pages
|
The foregoing description of the Support Agreement
does not purport to be complete and is qualified in its entirety by reference to the Support Agreement, a copy of which is filed
as Exhibit 7.2 hereto and is incorporated herein by reference.
Standstill Agreement
On October 24, 2020, LFI entered into a standstill
agreement (the “Standstill Agreement”) with the Issuer, with effect as of January 1, 2021. The Standstill Agreement
sets forth certain restrictions and obligations in connection with LFI’s shareholdings in the Issuer.
Transfer Restrictions
Subject to certain exceptions, for a period of 18
months following January 1, 2021, LFI may not transfer any Common Shares, except: (i) pursuant to a business combination involving
the Issuer (a “Combination Transaction”) that has been approved or recommended by the board of directors of
the Issuer or (ii) in regard to a transfer to an affiliate of LFI, provided that such affiliate agrees to be bound by and become
a party to the Standstill Agreement.
Without the prior consent of the Issuer, LFI may
not transfer, either alone or in the aggregate with its affiliates, Hutchison Whampoa Europe Investments S.à r.l. (“Hutchison
Europe”) (which was a shareholder of Husky and received Common Shares and Warrants as a result of the Arrangement) or
its affiliates any Common Shares or Warrants to any person, that would, to the knowledge of LFI, result in such person, together
with any persons acting jointly or in concert with such person, beneficially owning, or controlling or directing, 20% or more of
the then-outstanding Common Shares (including those Common Shares and Warrants proposed to be transferred), subject to certain
exceptions.
Voting Restrictions
Pursuant to the Standstill Agreement, LFI has covenanted
and agreed that it and its affiliates shall: (a) vote or cause to be voted all Common Shares that it beneficially owns, or over
which it or any of its affiliates has control or direction, in favor of; or (b) abstain from voting in respect of all Common Shares
that it beneficially owns, or over which it or any of its affiliates has control or direction, in respect of, the election, as
directors of the Issuer, of all nominees of the Issuer’s board or management at any annual or other meeting of the Issuer’s
common shareholders at which members of the Issuer’s board are proposed to be elected.
In connection with a Combination Transaction, LFI
has covenanted and agreed that it shall, and shall cause its affiliates to, vote its pro-rata share of all Excess Shares (as defined
below) that it beneficially owns, or over which it or any of its affiliates has control or direction, in accordance with the recommendation
of the Issuer’s board in respect to such Combination Transaction. “Excess Shares” means, at the applicable time,
such number of Common Shares held by LFI and Hutchison Europe, in aggregate, which are in excess of the number that is 19.9% of
the then-outstanding Common Shares.
CUSIP No. 15135U109
|
Schedule 13D
|
Page 12 of 17
Pages
|
Prohibited Activities
Subject to certain exceptions, without the prior
written consent of the Issuer, LFI has agreed that neither it nor its affiliates, will, directly or indirectly, take certain actions,
including the following:
(a)
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acquire, agree to acquire or make any proposal or offer to acquire any (i) voting or equity securities of the Issuer or any
of its subsidiaries (other than Warrants); (ii) securities convertible into, or exercisable or exchangeable for, voting or equity
securities of the Issuer or any of its subsidiaries (other than Warrants); or (iii) assets of the Issuer or any of its subsidiaries;
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(b)
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engage in any discussion or negotiations, conclude any understanding or enter into (or propose or offer to enter into), directly
or indirectly, any agreement with respect to any Combination Transaction;
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(c)
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engage in, participate in, or in any way knowingly initiate, directly or indirectly and whether alone or jointly or in concert
with another person, any solicitation of proxies or consents with respect to the voting of any securities of the Issuer;
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(d)
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except as required by the Standstill Agreement, grant any power of attorney over any securities of the Issuer, or deposit any
securities of the Issuer in any voting agreement, voting trust, voting pool or similar arrangement;
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(e)
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seek, alone or in concert with others, to requisition or call a meeting of shareholders of the Issuer; and
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(f)
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enter into discussions, agreements or understandings with any person with respect to the foregoing, or knowingly advise, induce,
assist (including providing financial assistance) or encourage any person to take any of the prohibited actions outlined above.
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These restrictions shall cease to apply on the earlier
of: (i) the execution and delivery by the Issuer of a definitive agreement to implement a transaction or series of transactions
pursuant to which a person agrees to acquire beneficial ownership of, or control or direction over, more than 50% of the outstanding
voting securities of the Issuer (measured on a fully-diluted basis) or a majority of the consolidated assets of the Issuer and
its subsidiaries; (ii) a person or group of related persons acting jointly or in concert acquire beneficial ownership of, or control
or direction over, at least 20% of the outstanding voting securities of the Issuer; and (iii) a person or group of related persons
acting jointly or in concert publicly commence a formal take-over bid for more than 20% of the outstanding voting securities of
the Issuer.
Termination
The Standstill Agreement shall terminate on the date
that is 60 months following January 1, 2021, unless any of the following events occur which cause earlier termination:
(a) the
date on which the Standstill Agreement or the standstill agreement entered into by LFI and the Issuer is terminated by the written
agreement of the parties thereto;
(b) provided
that the restrictions set out above under the heading “Transfer Restrictions” have been complied with under the Standstill
Agreement and under the other standstill agreement with Hutchison Europe, the date on which LFI and Hutchison Europe, together
with their affiliates, cease to beneficially own, or control or direct, in aggregate, at least 10% of the then-outstanding Common
Shares; or
(d) any
“Qualified Individual” (as defined in the Standstill Agreement) duly nominated in accordance with the Standstill Agreement
is not appointed to the Issuer’s board of directors in accordance with the Standstill Agreement.
CUSIP No. 15135U109
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Schedule 13D
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Page 13 of 17
Pages
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The foregoing description of the Standstill Agreement
does not purport to be complete and is qualified in its entirety by reference to the Standstill Agreement, a copy of which is filed
as Exhibit 7.3 hereto and is incorporated herein by reference.
Pre-Emptive Rights Agreement
On January 1, 2021, LFI and the Issuer entered into
a pre-emptive rights agreement (the “Pre-Emptive Rights Agreement”) pursuant to which LFI is entitled to, upon
the proposed issuance or sale by the Issuer of Common Shares or other convertible securities of the Issuer, purchase such number
of additional Common Shares or other convertible securities of the Issuer on the same terms and conditions that such securities
are being issued or sold by the Issuer, including at the same price per security and otherwise be on economic terms and conditions
no less favorable, individually or in the aggregate, to LFI than the terms and conditions are to any purchaser in such offering,
in order to allow LFI to maintain its pro rata share of the then-outstanding Common Shares that it holds at the applicable time.
These rights cease on the earlier of the date which is 60 months following January 1, 2021, the date LFI ceases to, directly or
indirectly, beneficially own in aggregate more than 5% of the then-outstanding Common Shares, the date on which the Pre-Emptive
Rights Agreement is terminated by agreement of the parties, or the date on which the Standstill Agreement is terminated.
The foregoing description of the Pre-Emptive Rights
Agreement does not purport to be complete and is qualified in its entirety by reference to the Pre-Emptive Rights Agreement, a
copy of which is filed as Exhibit 7.4 hereto and is incorporated herein by reference.
Registration Rights Agreement
On January 1, 2021, LFI and the Issuer entered into
a registration rights agreement (the “Registration Rights Agreement”) pursuant to which LFI is provided with
certain demand and piggy-back registration rights, requiring the Issuer to qualify the distribution of certain registrable securities
of the Issuer upon the request of LFI. These rights cease on the earlier of the date which is 60 months following January 1, 2021,
the date LFI ceases to, directly or indirectly, beneficially own in aggregate more than 5% of the then-outstanding Common Shares,
the date on which the Registration Rights Agreement is terminated by agreement of the parties, or the date on which the Standstill
Agreement is terminated.
The foregoing description of the Registration Rights
Agreement does not purport to be complete and is qualified in its entirety by reference to the Registration Rights Agreement, a
copy of which is filed as Exhibit 7.5 hereto and is incorporated herein by reference.
CUSIP No. 15135U109
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Schedule 13D
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Page 14 of 17
Pages
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Item 7
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Material to be Filed as Exhibits
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(a). Exhibit 7.1 - Joint Filing Agreement dated January
11, 2021 by and among the Reporting Persons
(b). Exhibit 7.2 - Form of Support Agreement (incorporated
by reference to Schedule G to Appendix D of Exhibit 99.1 to the current report on Form 6-K of the Issuer furnished on November
16, 2020)
(c). Exhibit 7.3 - Form of Standstill Agreement
(incorporated by reference to Schedule H to Appendix D of Exhibit 99.1 to the current report on Form 6-K of the Issuer furnished
to the Securities and Exchange Commission (“SEC”) on November 16, 2020)
(d). Exhibit 7.4 -
Pre-Emptive Rights Agreement dated January 1, 2021 by and between Cenovus Energy Inc. and L.F. Investments S.à r.l.
(incorporated by reference to Exhibit 99.4 to the current report on Form 6-K of the Issuer furnished
to the SEC on January 4, 2021)
(e). Exhibit 7.5 -
Registration Rights Agreement dated January 1, 2021 by and between Cenovus Energy Inc. and L.F. Investments S.à r.l.
(incorporated by reference to Exhibit 99.6 to the current report on Form 6-K of the Issuer furnished
to the SEC on January 4, 2021)
(f). Exhibit 7.6 – Warrant Indenture dated
January 1, 2021 by and between Cenovus Energy Inc. and Computershare Trust Company of Canada (incorporated by reference to Exhibit
99.1 to the current report on Form 6-K of the Issuer furnished to the SEC on January 4, 2021)
CUSIP No. 15135U109
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Schedule 13D
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Page 15 of 17
Pages
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SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: January 11, 2021
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L.F. INVESTMENTS S.à R.L.
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By:
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/s/ Richard Chan
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Name:
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Richard Chan
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Title:
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Managing Director
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KIMSTAR ENTERPRISES LIMITED
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By:
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/s/ Pau Yee Wan, Ezra
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Name:
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Pau Yee Wan, Ezra
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Title:
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Director
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CHINATON INVESTMENT LIMITED
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By:
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/s/ Pau Yee Wan, Ezra
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Name:
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Pau Yee Wan, Ezra
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Title:
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Director
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EVAGO INVESTMENT LIMITED
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By:
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/s/ Pau Yee Wan, Ezra
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Name:
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Pau Yee Wan, Ezra
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Title:
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Director
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LI KA-SHING CASTLE TRUSTEE CORPORATION LIMITED
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By:
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/s/ Pau Yee Wan, Ezra
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Name:
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Pau Yee Wan, Ezra
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Title:
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Director
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/s/ Li Ka-Shing
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Li Ka-Shing
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CUSIP No. 15135U109
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Schedule 13D
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Page 16 of 17 Pages
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Schedule A
L.F. Investments S.à r.l.
Name and
Business Address(1)
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Citizenship
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Present Principal Occupation or
Employment, Including Name,
Principal Business and Address of
Each Corporation or Organization
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LI Tzar Kuoi, Victor
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Hong Kong
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Director, L.F. Investments S.à r.l.(2); Chairman, Executive
Director and Group Co-Managing Director of
CK Hutchison Holdings Limited and Chairman, Executive Director
and Managing Director of CK Asset Holdings Limited
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Frank John SIXT
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Canadian
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Director, L.F. Investments S.à r.l.(2); Executive Director, Group Finance Director and Deputy Managing Director, CK Hutchison Holdings Limited
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Neil Douglas MCGEE
7, rue du Marché-aux-Herbes
L-1728 Luxembourg
Grand Duchy of Luxembourg
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Australian
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Director, L.F. Investments S.à r.l.(2)
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CHAN Waichi, Richard
9-11 Grand Rue
L-1661 Luxembourg
Grand Duchy of Luxembourg
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American
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Managing Director, L.F. Investments S.à r.l.(2)
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Thomas Georg GEIGER
7, rue du Marché-aux-Herbes
L-1728 Luxembourg
Grand Duchy of Luxembourg
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German
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Director, L.F. Investments S.à r.l.(2)
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The directors of each of Kimstar Enterprises Limited(3),
Chinaton Investment Limited(4), Evago Investment Limited(5) and Li Ka-Shing Castle Trustee
Corporation Limited(6) are as follows:
Name and
Business Address(1)
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Citizenship
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Present Principal Occupation or
Employment, Including Name,
Principal Business and Address of
Each Corporation or Organization
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LI Tzar Kuoi, Victor
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Hong Kong
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Director of the Reporting Persons named above;
Chairman, Executive Director and Group Co-Managing Director
of CK Hutchison Holdings Limited and Chairman, Executive Director and Managing Director of CK Asset Holdings Limited
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Frank John SIXT
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Canadian
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Director of the Reporting Persons named above;
Executive Director, Group Finance Director and Deputy Managing
Director, CK Hutchison Holdings Limited
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PAU Yee Wan, Ezra
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Chinese
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Director of the Reporting Persons named above
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Peter Peace TULLOCH
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Australian
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Director of the Reporting Persons named above
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CHOW Kun Chee, Roland
Room 2008, Melbourne Plaza
33 Queen’s Road Central
Hong Kong
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British
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Director of the Reporting Persons named above
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CUSIP No. 15135U109
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Schedule 13D
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Page 17 of 17
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Notes to Schedule A:
(1) Unless
otherwise indicated, the business address of each of the named persons is 7th Floor, Cheung Kong Center, 2 Queen’s Road Central,
Hong Kong.
(2)
The principal address of L.F. Investments S.à r.l. is 9-11 Grand Rue, L-1661 Luxembourg, Grand Duchy of Luxembourg.
The business of L.F. Investments S.à r.l. is investment holding.
(3) The
principal address of Kimstar Enterprises Limited is 7th Floor, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong.
The business of Kimstar Enterprises Limited is investment holding.
(4) The
principal address of Chinaton Investment Limited is Morgan & Morgan Building, Pasea Estate, Road Town, British Virgin Islands.
The business of Chinaton Investment Limited is investment holding.
(5) The
principal address of Evago Investment Limited is Morgan & Morgan Building, Pasea Estate, Road Town, British Virgin Islands.
The business of Evago Investment Limited is investment holding.
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(6)
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The principal address of Li Ka-Shing Castle Trustee Corporation Limited is P.O. Box 309, Ugland House, Grand Cayman, KY1-1104,
Cayman Islands. Li Ka-Shing Castle Trustee Corporation Limited serves as the trustee of a discretionary trust.
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