Jobs and Growth Act, 2012 (S.C. 2012, c. 31)

Assented to 2012-12-14

Marginal note:1994, c. 47, s. 206

 Section 376.1 of the Act is replaced by the following:

Marginal note:Exception — small holdings

376.1 Despite section 376, if, as a result of a transfer or issue of shares of a class of shares of a company to a person, other than an eligible agent, the total number of shares of that class registered in the securities register of the company in the name of that person would not exceed 5,000 and would not exceed 0.1% of the outstanding shares of that class, the company is entitled to assume that no person is acquiring or increasing a significant interest in that class of shares of the company as a result of that issue or transfer of shares.

 Section 377 of the Act is amended by adding the following after subsection (3):

  • Marginal note:Exception — eligible agent

    (3.1) If the person referred to in subsection (1) is an eligible agent or an entity controlled by an eligible agent, then the Minister may reduce the percentage referred to in subsection (2) or (3).

Marginal note:2001, c. 9, s. 520

 Paragraph 378(1)(b) of the Act is replaced by the following:

  • (b) a person, other than an eligible agent, who controls, within the meaning of paragraph 3(1)(a), the company acquires additional shares of the company.

 Subsection 391(2) of the Act is replaced by the following:

  • Marginal note:Notice of decision

    (2) Subject to subsections (4) and 392(2), the notice referred to in paragraph (1)(a) or (b) shall be sent by the Minister within a period of 45 days after the certified date referred to in subsection 390(1) in the following cases:

    • (a) the application involves the acquisition of control of a company;

    • (b) the application is made by an eligible agent or an entity controlled by an eligible agent; or

    • (c) an application is made for the approval referred to in subsection 396(3).

 Subsection 392(2) of the English version of the Act is replaced by the following:

  • Marginal note:Reasonable opportunity to make representations

    (2) If, after receipt of the notice sent in accordance with subsection 391(2) that the Minister is not satisfied that the transaction to which the application relates should be approved, the applicant advises the Minister that the applicant wishes to make representations, the Minister shall provide the applicant with a reasonable opportunity within a period of 45 days after the date of the notice, or within any further period that may be agreed on by the applicant and the Minister, to make representations in respect of the matter.

Marginal note:2012, c. 19, s. 328

 Subsection 396(4) of the Act is replaced by the following:

  • Marginal note:Application made jointly

    (4) The application for the approval referred to in subsection (3) must be made jointly by the company and the eligible agent.

  • Marginal note:Matters for consideration

    (5) The Minister, in determining whether to grant the approval referred to in subsection (3), shall take into account all matters that he or she considers relevant, including those set out in paragraphs 388(1)(a) to (g).

  • Marginal note:Consequence of revocation of approval

    (6) If an approval referred to in subsection (3) is revoked, the company shall delete any entry in its securities register in respect of the recording of the issuance of shares to the eligible agent.

  • Marginal note:Disposition of shareholdings

    (7) If a company or an eligible agent fails to comply with any undertaking or term or condition in relation to an approval referred to in subsection (3), or if an eligible agent ceases to be an eligible agent, the Minister may, if the Minister considers it to be in the public interest to do so, by order, direct the eligible agent or former eligible agent and any person controlled by the eligible agent or former eligible agent to dispose of any number of shares of the company beneficially owned by the eligible agent or former eligible agent or the persons controlled by the eligible agent or former eligible agent that the Minister specifies in the order, within the time specified in the order and in the proportion, if any, as between the eligible agent or former eligible agent and the persons controlled by the eligible agent or former eligible agent that is specified in the order.

  • Marginal note:Representations

    (8) No direction shall be made under subsection (7) unless the Minister has provided each person to whom the direction relates and the company concerned with a reasonable opportunity to make representations in respect of the subject-matter of the direction.

  • Marginal note:Appeal

    (9) Any person with respect to whom a direction has been made under subsection (7) may, within 30 days after the date of the direction, appeal the matter in accordance with section 530.

 Section 399 of the Act is amended by adding the following after subsection (5):

  • Marginal note:Consequence of suspension of approval

    (6) If an approval referred to in subsection 396(3) is suspended, the eligible agent shall not exercise, in person or by proxy, any voting rights attached to any share of the company that is beneficially owned by the eligible agent.

 Subsection 402(1) of the Act is replaced by the following:

Marginal note:Application to court
  • 402. (1) If a person fails to comply with a direction made under subsection 396(7) or 401(1), an application on behalf of the Minister may be made to a court for an order to enforce the direction.

Marginal note:1996, c. 6, s. 132

 Subsection 530(1) of the Act is replaced by the following:

Marginal note:Appeal to Federal Court
  • 530. (1) An appeal lies to the Federal Court from any direction of the Minister made under subsection 396(7) or 401(1).

1991, c. 46Bank Act

Marginal note:2012, c. 19, s. 330

 Paragraph 160(f.1) of the Bank Act is replaced by the following:

  • (f.1) a person who is an officer, director, employee or agent of — or any other person acting on behalf of — an eligible agent within the meaning of subsection 370(1);

Marginal note:2001, c. 9, s. 98

 Section 381 of the Act is replaced by the following:

Marginal note:Exception — small holdings

381. Despite section 379, if, as a result of a transfer or issue of shares of a class of shares of a bank to a person, other than an eligible agent, the total number of shares of that class registered in the securities register of the bank in the name of that person would not exceed 5,000 and would not exceed 0.1% of the outstanding shares of that class, the bank is entitled to assume that no person is acquiring or increasing a significant interest in that class of shares of the bank as a result of that issue or transfer of shares.

 Section 382 of the Act is amended by adding the following after subsection (3):

  • Marginal note:Exception — eligible agent

    (3.1) If the person referred to in subsection (1) is an eligible agent or an entity controlled by an eligible agent, then the Minister may reduce the percentage referred to in subsection (2) or (3).

Marginal note:2001, c. 9, s. 98

 Paragraph 383(1)(b) of the Act is replaced by the following:

  • (b) a person, other than an eligible agent, who controls, within the meaning of paragraph 3(1)(a), the bank acquires additional shares of the bank.

Marginal note:2001, c. 9, s. 98

 The portion of subsection 396(2) of the Act before paragraph (a) is replaced by the following:

  • Marginal note:Exception

    (2) Except for an application by an eligible agent for an approval under section 373, and subject to subsection 377(1), the Minister shall take into account only paragraph (1)(d) if the application is in respect of a transaction that would result in the applicant or applicants holding

Marginal note:2001, c. 9, s. 98

 Subsection 399(2) of the Act is replaced by the following:

  • Marginal note:Notice of decision

    (2) Subject to subsections (4) and 400(2), the notice referred to in paragraph (1)(a) or (b) shall be sent by the Minister within a period of 45 days after the certified date referred to in subsection 398(1) in the following cases:

    • (a) the application involves the acquisition of control of a bank;

    • (b) the application is made by an eligible agent or an entity controlled by an eligible agent; or

    • (c) an application is made for the approval referred to in subsection 401.2(3).

Marginal note:2001, c. 9, s. 98

 Subsection 400(2) of the English version of the Act is replaced by the following:

  • Marginal note:Reasonable opportunity to make representations

    (2) If, after receipt of the notice sent in accordance with subsection 399(2) that the Minister is not satisfied that the transaction to which the application relates should be approved, the applicant advises the Minister that the applicant wishes to make representations, the Minister must provide the applicant with a reasonable opportunity within a period of 45 days after the date of the notice, or within any further period that may be agreed on by the applicant and the Minister, to make representations in respect of the matter.

 
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