Insurance Companies Act (S.C. 1991, c. 47)

Act current to 2012-05-14 and last amended on 2012-03-29. Previous Versions

Marginal note:Deemed election

310.1 A dissenting offeree who does not notify the offeror in accordance with paragraph 310(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. 276.
Marginal note:Payment to offeree company

  • 311. (1) Within 20 days after the offeror sends a notice under subsection 309(1), the offeror shall pay the money, or transfer the other consideration, to the offeree company that the offeror would have had to pay or transfer to a dissenting offeree if the dissenting offeree had elected to transfer their shares in accordance with paragraph 310(b).

  • Marginal note:Consideration in trust

    (2) An offeree company is deemed to hold in a fiduciary capacity for the dissenting offerees the money or other consideration it receives under subsection (1).

  • Marginal note:Deposit or custody

    (3) An offeree company shall deposit the money received under subsection (1) in a separate account in a deposit-taking financial institution in Canada and the offeree company shall place any other consideration in the custody of a deposit-taking financial institution in Canada.

  • 1991, c. 47, s. 311;
  • 2005, c. 54, s. 277.
Previous Version
Marginal note:Fiduciary capacity of company

311.1 A company that is making a take-over bid to repurchase all of the shares of a class is deemed to hold in a fiduciary capacity for the dissenting shareholders the money that it would have had to pay, and the other consideration that it would have had to transfer, to a dissenting offeree if the dissenting offeree had elected to transfer their shares in accordance with paragraph 310(b). The company shall within 20 days after a notice is sent under subsection 309(1) deposit the money in a separate account in a deposit-taking financial institution in Canada and place any other consideration in the custody of a deposit-taking financial institution in Canada.

  • 2005, c. 54, s. 278.
Marginal note:Duty of offeree company

312. Within thirty days after an offeror sends an offeror’s notice under subsection 309(1), the offeree company shall

  • (a) if the payment or transfer required by subsection 311(1) is made, issue to the offeror a share certificate in respect of the shares that were held by the dissenting offerees;

  • (b) give to each dissenting offeree who elects to transfer shares under paragraph 310(b) and who sends the share certificates as required under paragraph 310(a) the money or other consideration to which they are entitled, disregarding fractional shares, which may be paid for in money; and

  • (c) if the payment or transfer required by subsection 311(1) is made and the money or other consideration is deposited as required by subsections 311(2) and (3) or by section 311.1, send to each dissenting offeree who has not sent share certificates as required under paragraph 310(a) a notice stating that

    • (i) their shares have been cancelled,

    • (ii) the offeree company or its designated person holds in a fiduciary capacity for that offeree the money or other consideration to which they are entitled as payment for or in exchange for the shares, and

    • (iii) the offeree company will, subject to sections 313 to 316, send that money or other consideration to that offeree without delay after receiving the share certificates.

  • 1991, c. 47, s. 312;
  • 2005, c. 54, s. 279.
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