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

Act current to 2019-07-01 and last amended on 2019-06-17. Previous Versions

PART IInterpretation and Application (continued)

Interpretation

Marginal note:Major shareholder

 For the purposes of this Act, a person is a major shareholder of a body corporate if

  • (a) the aggregate of the shares of any class of voting shares of the body corporate that are beneficially owned by the person and that are beneficially owned by any entities controlled by the person is more than 20 per cent of the outstanding shares of that class of voting shares of the body corporate; or

  • (b) the aggregate of the shares of any class of non-voting shares of the body corporate that are beneficially owned by the person and that are beneficially owned by any entities controlled by the person is more than 30 per cent of the outstanding shares of that class of non-voting shares of the body corporate.

  • 2001, c. 9, s. 479

Marginal note:Widely held

 For the purposes of this Act, a body corporate is widely held if it has no major shareholder.

  • 2001, c. 9, s. 479

Marginal note:Regulations — distributing company

  •  (1) The Governor in Council may make regulations respecting the determination of what constitutes a distributing company for the purposes of this Act.

  • Marginal note:Exemption — company

    (2) On the application of a company, the Superintendent may determine that it is not or was not a distributing company if the Superintendent is satisfied that the determination would not prejudice any of its security holders.

  • Marginal note:Exemption — class of companies

    (3) The Superintendent may determine that members of a class of companies are not or were not distributing companies if the Superintendent is satisfied that the determination would not prejudice any security holder of a member of the class.

  • 2005, c. 54, s. 369

Marginal note:Control

  •  (1) For the purposes of this Act,

    • (a) a person controls a body corporate if securities of the body corporate to which are attached more than 50 per cent of the votes that may be cast to elect directors of the body corporate are beneficially owned by the person and the votes attached to those securities are sufficient, if exercised, to elect a majority of the directors of the body corporate;

    • (b) a person controls an unincorporated entity, other than a limited partnership, if more than 50 per cent of the ownership interests, however designated, into which the entity is divided are beneficially owned by that person and the person is able to direct the business and affairs of the entity;

    • (c) the general partner of a limited partnership controls the limited partnership; and

    • (d) a person controls an entity if the person has any direct or indirect influence that, if exercised, would result in control in fact of the entity.

  • Marginal note:Deemed control

    (2) A person who controls an entity is deemed to control any entity that is controlled, or deemed to be controlled, by the entity.

  • Marginal note:Deemed control

    (3) A person is deemed to control, within the meaning of paragraph (1)(a) or (b), an entity if the aggregate of

    • (a) any securities of the entity that are beneficially owned by that person, and

    • (b) any securities of the entity that are beneficially owned by any entity controlled by that person

    is such that, if that person and all of the entities referred to in paragraph (b) that beneficially own securities of the entity were one person, that person would control the entity.

  • Marginal note:Guidelines

    (4) The Minister may, for any purpose of any provision of this Act that refers to control within the meaning of paragraph (1)(d), make guidelines respecting what constitutes such control, including guidelines describing the policy objectives that the guidelines and the relevant provisions of the Act are intended to achieve and, if any such guidelines are made, the reference to paragraph (1)(d) in that provision shall be interpreted in accordance with the guidelines.

  • 1991, c. 45, s. 3
  • 2001, c. 9, s. 480

Marginal note:Holding body corporate

 A body corporate is the holding body corporate of any entity that is its subsidiary.

  • 1991, c. 45, s. 4
  • 2001, c. 9, s. 481

Marginal note:Subsidiary

 An entity is a subsidiary of another entity if it is controlled by the other entity.

  • 1991, c. 45, s. 5
  • 2001, c. 9, s. 481

Marginal note:Affiliated entities

  •  (1) One entity is affiliated with another entity if one of them is controlled by the other or both are controlled by the same person.

  • Marginal note:Affiliated entities

    (2) Despite subsection (1), for the purposes of subsections 270(1) and 288(1), one entity is affiliated with another entity if one of them is controlled, determined without regard to paragraph 3(1)(d), by the other or both are controlled, determined without regard to paragraph 3(1)(d), by the same person.

  • 1991, c. 45, s. 6
  • 2001, c. 9, s. 482

Marginal note:Shareholder

  •  (1) For the purposes of this Act, a person is a shareholder of a body corporate when, according to the securities register of the body corporate, the person is the owner of one or more shares of the body corporate or is entitled to be entered in the securities register or like record of the body corporate as the owner of the share or shares.

  • Marginal note:Holder of a share

    (2) A reference in this Act to the holding of a share by or in the name of any person is a reference to the fact that the person is registered or is entitled to be registered in the securities register or like record of the body corporate as the holder of that share.

Marginal note:Significant interest

  •  (1) A person has a significant interest in a class of shares of a company where the aggregate of

    • (a) any shares of that class beneficially owned by the person, and

    • (b) any shares of that class beneficially owned by entities controlled by the person

    exceeds 10 per cent of all of the outstanding shares of that class of shares of the company.

  • Marginal note:Increasing significant interest

    (2) A person who has a significant interest in a class of shares of a company increases that significant interest in the class of shares where the person or any entity controlled by the person

    • (a) acquires beneficial ownership of additional shares of that class, or

    • (b) acquires control of any entity that beneficially owns shares of that class,

    in such number as to increase the percentage of shares of that class that are beneficially owned by the person and by any entities controlled by the person.

Marginal note:Acting in concert

  •  (1) For the purposes of Part VII, if two or more persons have agreed, under any agreement, commitment or understanding, whether formal or informal, verbal or written, to act jointly or in concert in respect of

    • (a) shares of a company that they beneficially own,

    • (b) shares or ownership interests that they beneficially own of any entity that beneficially owns shares of a company, or

    • (c) shares or ownership interests that they beneficially own of any entity that controls any entity that beneficially owns shares of a company,

    those persons shall be deemed to be a single person who is acquiring beneficial ownership of the aggregate number of shares of the company or shares or ownership interests of the entity that are beneficially owned by them.

  • Marginal note:Idem

    (2) Without limiting the generality of subsection (1), any agreement, commitment or understanding by or between two or more persons who beneficially own shares of a company or shares or ownership interests of any entity referred to in paragraph (1)(b) or (c),

    • (a) whereby any of them or their nominees may veto any proposal put before the board of directors of the company, or

    • (b) pursuant to which no proposal put before the board of directors of the company may be approved except with the consent of any of them or their nominees,

    shall be deemed to be an agreement, commitment or understanding referred to in subsection (1).

  • Marginal note:Exceptions

    (3) For the purposes of this section, persons shall be presumed not to have agreed to act jointly or in concert solely by reason of the fact that

    • (a) one is the proxyholder of one or more of the others in respect of shares or ownership interests referred to in subsection (1); or

    • (b) they vote the voting rights attached to shares or ownership interests referred to in subsection (1) in the same manner.

  • Marginal note:Designation

    (4) Where in the opinion of the Superintendent it is reasonable to conclude that an agreement, commitment or understanding referred to in subsections (1) and (2) exists by or among two or more persons, the Superintendent may designate those persons as persons who have agreed to act jointly or in concert.

  • Marginal note:Contravention

    (5) A person contravenes a provision of Part VII if the person agrees to act jointly or in concert with one or more other persons in such a manner that a deemed single person contravenes the provision.

  • 1991, c. 45, s. 9
  • 2001, c. 9, s. 483
  • 2007, c. 6, s. 337
 
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