267. (1) This Part applies to a trust indenture if the debt obligations issued or to be issued under it are part of a distribution to the public.
(2) The Director may, in writing, exempt a trust indenture from the application of this Part if, in the Director’s opinion, the trust indenture and the debt obligations under it are subject to a law of another jurisdiction that is substantially equivalent to the provisions of this Act relating to trust indentures.
- 1998, c. 1, s. 267;
- 2001, c. 14, s. 204(F).
Marginal note:Conflict of interests
268. (1) No person may be appointed as trustee if there is a material conflict of interests between the person’s role as trustee and any other role of the person.
Marginal note:Eliminating conflict of interests
(2) A trustee must, no later than ninety days after the trustee becomes aware that a material conflict of interests exists,
(a) eliminate the conflict of interests; or
(b) resign from office.
Marginal note:Validity despite conflict
269. A trust indenture, any debt obligations issued under it and the security interest effected by them are valid even if there is a material conflict of interests of the trustee.
Marginal note:Removal of trustee
270. If a trustee is appointed in contravention of subsection 268(1) or if a trustee contravenes subsection 268(2), any interested person may apply to a court for an order that the trustee be replaced, and the court may make an order on any terms that it thinks fit.
Marginal note:Trustee application
271. A trustee, or at least one of the trustees if more than one is appointed, must be a trust company incorporated under the laws of Canada or a province and authorized to carry on business as a trustee.
Marginal note:List of security holders
272. (1) A holder of debt obligations issued under a trust indenture may, on payment to the trustee of a reasonable fee and on delivery of a statutory declaration to the trustee, require the trustee to provide, no later than fifteen days after the delivery to the trustee of the statutory declaration, a list setting out the following information, as shown on the records maintained by the trustee on the day the statutory declaration is delivered to the trustee:
(a) the names and addresses of the registered holders of the outstanding debt obligations;
(b) the principal amount of outstanding debt obligations of each such holder; and
(c) the total principal amount of debt obligations outstanding.
Marginal note:Duty of issuer
(2) On the demand of a trustee, the issuer must provide the trustee with the information required to enable the trustee to comply with subsection (1).
Marginal note:When applicant is entity
(3) If the person requiring the trustee to provide a list under subsection (1) is an entity, the statutory declaration required under that subsection may be made by a director or an officer of the entity or a person acting in a similar capacity.
Marginal note:Contents of statutory declaration
(4) The statutory declaration must state
(a) the name and address of the person requiring the trustee to provide the list and, if the person is an entity, its address for service; and
(b) that the list will not be used except as permitted by subsection (5).
Marginal note:Use of list
(5) No person shall use a list obtained under this section except in connection with
(a) an effort to influence the voting of the holders of debt obligations;
(b) an offer to acquire debt obligations; or
(c) any other matter relating to the debt obligations or the affairs of the issuer or guarantor of them.
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