Trust and Loan Companies Act (S.C. 1991, c. 45)

Act current to 2017-11-06 and last amended on 2017-01-15. Previous Versions

 [Repealed, 2005, c. 54, s. 422]

 [Repealed, 2005, c. 54, s. 422]

 [Repealed, 2005, c. 54, s. 422]

 [Repealed, 2005, c. 54, s. 422]

 [Repealed, 2005, c. 54, s. 422]

Compulsory Acquisitions

Marginal note:Definitions
  •  (1) In this section and sections 289 to 298,

    affiliate

    groupe

    affiliate means a body corporate that is affiliated with another body corporate within the meaning of subsection 6(2); (groupe)

    associate of the offeror

    associé du pollicitant

    associate of the offeror means

    • (a) a body corporate that an offeror, directly or indirectly, controls, determined without regard to paragraph 3(1)(d), or of which an offeror beneficially owns shares or securities currently convertible into shares carrying more than 10 per cent of the voting rights under all circumstances or by reason of the occurrence of an event that has occurred and is continuing, or a currently exercisable option or right to purchase the shares or the convertible securities,

    • (b) a partner of the offeror acting on behalf of the partnership of which they are partners,

    • (c) a trust or estate in which the offeror has a substantial beneficial interest or in respect of which they serve as a trustee or a liquidator of the succession or in a similar capacity,

    • (d) a spouse or common-law partner of the offeror,

    • (e) a child of the offeror or of the offeror’s spouse or common-law partner, or

    • (f) a relative of the offeror or of the offeror’s spouse or common-law partner, if that relative has the same residence as the offeror; (associé du pollicitant)

    dissenting offeree

    pollicité opposant

    dissenting offeree means a holder of a share who does not accept a take-over bid or a subsequent holder of the share who acquires it from the first-mentioned holder; (pollicité opposant)

    exempt offer

    exempt offer[Repealed, 2005, c. 54, s. 423]

    offeree

    pollicité

    offeree means a person to whom a take-over bid is made; (pollicité)

    offeree company

    société pollicitée

    offeree company means a company the shares of which are the object of a take-over bid; (société pollicitée)

    offeror

    pollicitant

    offeror means a person, other than an agent, who makes a take-over bid, and includes two or more persons who, directly or indirectly,

    • (a) make take-over bids jointly or in concert, or

    • (b) intend to exercise jointly or in concert voting rights attached to shares for which a take-over bid is made; (pollicitant)

    share

    action

    share means a share with or without voting rights and includes

    • (a) a security that is currently convertible into a share, and

    • (b) a currently exercisable option or right to acquire a share or a security referred to in paragraph (a); (action)

    take-over bid

    offre d’achat visant à la mainmise

    take-over bid means an offer made by an offeror at approximately the same time to all of the shareholders of a distributing company to acquire all of the shares of a class of issued shares, and includes an offer by a distributing company to repurchase all of the shares of a class. (offre d’achat visant à la mainmise)

  • Marginal note:Control

    (2) For the purposes of this section and sections 289 to 298, a person controls a body corporate when the person controls the body corporate within the meaning of section 3, determined without regard to paragraph 3(1)(d).

  • Marginal note:Date of bid

    (3) A take-over bid is deemed to be dated as of the date on which it is sent.

  • 1991, c. 45, s. 288;
  • 2000, c. 12, s. 299;
  • 2005, c. 54, s. 423.
Marginal note:Right to acquire shares

 If, within one hundred and twenty days after the date of a take-over bid, the bid is accepted by the holders of not less than 90 per cent of the shares of any class of shares to which the take-over bid relates, other than shares held at the date of the take-over bid by or on behalf of the offeror or an affiliate or associate of the offeror, the offeror is entitled, on complying with sections 290 to 295, subsections 296(1) and (2) and section 297, to acquire the shares held by the dissenting offerees.

  • 1991, c. 45, s. 289;
  • 2005, c. 54, s. 424(F).
Marginal note:Offeror’s notice to dissenters
  •  (1) An offeror may acquire shares held by a dissenting offeree by sending by registered mail within sixty days after the date of termination of the take-over bid and in any event within one hundred and eighty days after the date of the take-over bid, an offeror’s notice to each dissenting offeree and to the Superintendent stating that

    • (a) offerees holding not less than 90 per cent of the shares of any class of shares to which the take-over bid relates, other than shares held at the date of the take-over bid by or on behalf of the offeror or an affiliate or associate of the offeror, have accepted the take-over bid;

    • (b) the offeror is bound to take up and pay for or has taken up and paid for the shares of the offerees who accepted the take-over bid;

    • (c) a dissenting offeree is required to elect

      • (i) to transfer the dissenting offeree’s shares to the offeror on the same terms on which the offeror acquired the shares from the offerees who accepted the take-over bid, or

      • (ii) to demand payment of the fair value of the dissenting offeree’s shares in accordance with sections 294 to 297 by notifying the offeror within twenty days after receipt of the offeror’s notice;

    • (d) a dissenting offeree who does not notify the offeror in accordance with paragraph 291(b) is deemed to have elected to transfer the shares to the offeror on the same terms on which the offeror acquired the shares from the offerees who accepted the take-over bid; and

    • (e) a dissenting offeree must send the dissenting offeree’s shares to which the take-over bid relates to the offeree company within twenty days after the dissenting offeree receives the offeror’s notice.

  • Marginal note:Notice of adverse claim

    (2) Concurrently with sending the offeror’s notice under subsection (1), the offeror shall send to the offeree company a notice of adverse claim in accordance with subsection 132(1) with respect to each share held by a dissenting offeree.

  • 1991, c. 45, s. 290;
  • 2005, c. 54, s. 425.
Marginal note:Share certificates and election

 A dissenting offeree to whom a notice is sent under subsection 290(1) shall within 20 days after receiving the notice

  • (a) send to the offeree company the share certificates representing the shares to which the take-over bid relates; and

  • (b) elect to transfer the shares to the offeror on the same terms as those on which the offeror acquired shares from the offerees who accepted the take-over bid or to demand payment of the fair value of the shares in accordance with sections 294 to 297 by notifying the offeror.

  • 1991, c. 45, s. 291;
  • 2005, c. 54, s. 426.
Marginal note:Deemed election

 A dissenting offeree who does not notify the offeror in accordance with paragraph 291(b) is deemed to have elected to transfer the shares to the offeror on the same terms as those on which the offeror acquired shares from the offerees who accepted the take-over bid.

  • 2005, c. 54, s. 426.
 
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