Bank Act (S.C. 1991, c. 46)

Act current to 2015-07-09 and last amended on 2015-06-23. Previous Versions

Marginal note:Amalgamation agreement
  •  (1) Each applicant proposing to amalgamate shall enter into an amalgamation agreement.

  • Marginal note:Contents of agreement

    (2) Every amalgamation agreement shall set out the terms and means of effecting the amalgamation and, in particular,

    • (a) the name of the amalgamated bank holding company and the province in which its head office is to be situated;

    • (b) the name and place of ordinary residence of each proposed director of the amalgamated bank holding company;

    • (c) the manner in which the shares of each applicant are to be converted into shares or other securities of the amalgamated bank holding company;

    • (d) if any shares of an applicant are not to be converted into shares or other securities of the amalgamated bank holding company, the amount of money or securities that the holders of those shares are to receive in addition to or in lieu of shares or other securities of the amalgamated bank holding company;

    • (e) the manner of payment of money in lieu of the issue of fractional shares of the amalgamated bank holding company or of any other body corporate that are to be issued in the amalgamation;

    • (f) the proposed by-laws of the amalgamated bank holding company;

    • (g) details of any other matter necessary to perfect the amalgamation and to provide for the subsequent management and operation of the amalgamated bank holding company; and

    • (h) the proposed effective date of the amalgamation.

  • Marginal note:Cross ownership of shares

    (3) If shares of one of the applicants are held by or on behalf of another of the applicants, other than shares held in the capacity of a personal representative or by way of security, the amalgamation agreement must provide for the cancellation of those shares when the amalgamation becomes effective without any repayment of capital in respect thereof, and no provision shall be made in the agreement for the conversion of those shares into shares of the amalgamated bank holding company.

  • 2001, c. 9, s. 183;
  • 2005, c. 54, s. 117.
Marginal note:Approval of agreement by Superintendent

 An amalgamation agreement must be submitted to the Superintendent for approval and any approval of the agreement under subsection 806(4) by the holders of any class or series of shares of an applicant is invalid unless, before the date of the approval, the Superintendent has approved the agreement in writing.

  • 2001, c. 9, s. 183;
  • 2007, c. 6, s. 115.
Marginal note:Shareholder approval
  •  (1) The directors of each applicant shall submit an amalgamation agreement for approval to a meeting of the holders of shares of the applicant body corporate of which they are directors and, subject to subsection (3), to the holders of each class or series of such shares.

  • Marginal note:Right to vote

    (2) Each share of an applicant carries the right to vote in respect of an amalgamation agreement whether or not it otherwise carries the right to vote.

  • Marginal note:Separate vote for class or series

    (3) The holders of shares of a class or series of shares of each applicant are entitled to vote separately as a class or series in respect of an amalgamation agreement if the agreement contains a provision that, if it were contained in a proposed amendment to the by-laws or incorporating instrument of the applicant, would entitle those holders to vote separately as a class or series.

  • Marginal note:Special resolution

    (4) Subject to subsection (3), an amalgamation agreement is approved when the shareholders of each applicant that is a body corporate have approved the amalgamation by special resolution.

  • Marginal note:Termination

    (5) An amalgamation agreement may provide that, at any time before the issue of letters patent of amalgamation, the agreement may be terminated by the directors of an applicant notwithstanding that the agreement has been approved by the shareholders of all or any of the applicant bodies corporate.

  • 2001, c. 9, s. 183;
  • 2005, c. 54, s. 118.