UNITED STATES
SECURITIES AND EXCHANGE COMMISSION - WASHINGTON, D.C. 20549
Form 40-F
¨ Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934; or
þ Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
For fiscal year ended: December 31, 2008
Commission file number: No. 0-50832
(Exact name of registrant as specified in its charter)
(Province or other jurisdiction of incorporation or organization)
(Primary standard industrial classification code number)
(I.R.S. employer identification number)
2800, 400 – 4th Avenue S.W.
Calgary, Alberta T2P 0J4 Canada
(Address and telephone number of registrant's principal executive office)
National Corporate Research, Ltd.
225 West 34th Street, Suite 910
New York, New York 10122 U.S.A.
(Name, address and telephone number of agent for service in the United States)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: N/A Name of each exchange on which registered: N/A
Securities registered or to be registered pursuant to Section 12(g) of the Act: Trust Units
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: Not Applicable
For annual reports, indicate by check mark the information filed with this form:
þ Annual Information Form þ Audited Annual Financial Statements
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report:
77,185,830 Trust Units (including exchangeable shares)
Indicate by check mark whether the registrant by filing 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 (the "Exchange Act"). If "Yes" is marked, indicate the file number assigned to the registrant in connection with such rule.
¨ Yes þ No
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13(d) or 15(d) of the Exchange Act during the proceeding 12 months (or for such shorter period that the registrant has been required to file such reports); and (2) has been subject to such filing requirements in the past 90 days.
þ Yes ¨ No
DISCLOSURE CONTROLS AND PROCEDURES
A. Evaluation of Disclosure Controls and Procedures
Vermilion Energy Trust (the "Registrant") maintains disclosure controls and procedures and internal control over financial reporting designed to ensure that information required to be disclosed in the Registrant's filings under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed, summarized and reported within the time period specified in the rules and forms of the Securities and Exchange Commission (the "SEC"). Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Registrant's Chief Executive Officer and Chief Financial Officer, after having evaluated the effectiveness of the Registrant's disclosure controls and procedures (as defined in Exchange Act Rules 13a-14(e) and 15d-14(e)) as of the end of the period covered by this report have concluded that, as of such date, the Registrant's disclosure controls and procedures are effective to ensure that information relating to the Registrant and its consolidated subsidiaries would be made known to them by others within those entities. However, as recommended by the SEC in its adopting release, the Registrant will continue to periodically evaluate its disclosure controls and procedures and will make modifications from time to time as deemed necessary to ensure that information is recorded, processed, summarized and reported within the time period's specified in the SEC's rules and forms.
B. Changes in Internal Control Over Financial Reporting
A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
There was no change in the Registrant's internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.
C. Management’s Annual Report on Internal Controls.
See page 2 of the 2008 Audited Financial Statements included as Exhibit 99.3 to this report.
See page 4 of the 2008 Audited Financial Statements included as Exhibit 99.3 to this report.
AUDIT COMMITTEE FINANCIAL EXPERT
The Registrant's Board of Directors has determined that it has at least one audit committee financial expert (as such term is defined in the rules and regulations of the SEC) serving on its Audit Committee. Joseph F. Killi has been determined to be such audit committee financial expert and is independent (as such term is defined by the New York Stock Exchange's corporate governance standards).
The SEC has indicated that the designation of Joseph F. Killi as an audit committee financial expert does not make him an "expert" for any purpose, impose on him any duties, obligations or liability that are greater than the duties, obligations or liability imposed on him as a member of the Audit Committee and the Board of Directors in absence of such designation, or affect the duties, obligations or liability of any other member of the Audit Committee or Board of
Directors.
CODE OF ETHICS
The Registrant has adopted a written “code of ethics” (as that term is defined in Form 40-F) that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions (together, the “Financial Supervisors”). A copy of such code of ethics is available upon request or on the Trust’s website at www.vermilionenergy.com.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
See page 36 of the year ended December 31, 2008 Annual Information Form included as Exhibit 99.1 to this report.
AUDIT COMMITTEE'S PRE-APPROVAL POLICIES AND PROCEDURES
The audit committee pre-approves all audit related fees. The auditors present the estimate for the annual audit related services to the Committee for approval prior to undertaking the annual audit of the financial statements.
AUDIT COMMITTEE APPROVAL OF NON-AUDIT SERVICES
All non-audit fees were pre-approved by the Registrant’s audit committee and none were approved on the basis of the de minimis exemption set forth in Rule 2-01(c)(7)(i)(C) of Regulation S-X .
NOTICES RELATING TO PENSION FUND BLACKOUT PERIODS
None
OFF-BALANCE SHEET ARRANGEMENTS
The Trust has certain lease agreements that are entered into in the normal course of operations. All leases are operating leases and accordingly no asset or liability value has been assigned in the balance sheet as of December 31, 2008.
The Trust uses a variety of options including funded and costless collars and puts to manage the risk associated with fluctuating commodity prices on the sale of crude oil and natural gas. The Trust does not obtain collateral or other security to support its financial derivatives as the majority of these instruments are with the Trust’s banking syndicate.
The Trust has not entered into any guarantee or off balance sheet arrangements that would adversely impact the Trust’s financial position or results of operations.
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
Payments due by period (Cdn $000’s)
| | | Total | | | Less than 1 year | | | 1-3 years | | | 3-5 years | | | More than 5 years | |
Long-term debt obligations (1) | | | 197,651 | | | | - | | | | 197,651 | | | | - | | | | - | |
| Operating lease obligations | | | 53,015 | | | | 4,063 | | | | 10,224 | | | | 7,862 | | | | 30,866 | |
| Total | | | 250,666 | | | | 4,063 | | | | 207,875 | | | | 7,862 | | | | 30,866 | |
| (1) Does not include interest | | | | | | | | | | | | | | | | | | | | |
IDENTIFICATION OF THE AUDIT COMMITTEE
See page 35 of the year ended December 31, 2008 Annual Information Form included as Exhibit 99.1 to this report.
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
A. Undertaking
The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the staff of the SEC, and to furnish promptly, when requested to do so by the SEC staff, information relating to the securities in relation to which the obligation to file an annual report on Form 40-F arises or transactions in said securities.
B. Consent to Service of Process
The Registrant has previously filed with the SEC a Form F-X in connection with the class of securities in relation to which the obligation to file this report arises.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.
| | | VERMILION ENERGY TRUST (the Registrant) |
| | | | |
| | | | |
| | | | |
| Date: March 17, 2009 | | By: | (“Curtis Hicks”) |
| | | Curtis W. Hicks |
| | | Executive Vice President and Chief Financial Officer |
EXHIBIT INDEX
| Exhibits | Description |
| | |
| 99.1 | Annual Information Form for the Year Ended December 31, 2008 |
| | |
| 99.2 | Management's Discussion and Analysis from the 2008 Annual Report to Shareholders |
| | |
| 99.3 | Audited Annual Financial Statements for the Year Ended December 31, 2008 |
| | |
| 99.4 | Consent Letter from Independent Registered Chartered Accountants |
| | |
| 99.5 | Consent of Independent Engineers GLJ Petroleum Consultants Ltd. |
| | |
| 99.6 | Officers' Certifications Required by Rule 13a-14(a) or Rule 15d-14(a) |
| | |
| 99.7 | Officers' Certifications Required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter |
| | 63 of Title 18 of the United States Code |
