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

Act current to 2020-06-17 and last amended on 2019-06-17. Previous Versions

PART VIIOwnership (continued)

DIVISION IIConstraints on Ownership (continued)

Marginal note:Where approval not required

  •  (1) Despite sections 375 and 376, the approval of the Minister is not required if

    • (a) the Superintendent has, by order, directed the company to increase its capital and shares of the company are issued and acquired in accordance with such terms and conditions as may be specified in the order; or

    • (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.

  • Marginal note:Pre-approval

    (2) For the purposes of subsections 375(1) and (2) and section 376, the Minister may approve

    • (a) the purchase or other acquisition of such number or percentage of shares of a company as may be required in a particular transaction or series of transactions; or

    • (b) the purchase or other acquisition of up to a specified number or percentage of shares of a company within a specified period.

  • 1991, c. 45, s. 378
  • 2001, c. 9, s. 520
  • 2012, c. 31, s. 102

Marginal note:Public holding requirement

  •  (1) Every company shall, from and after the day determined under this section in respect of that company, have, and continue to have, voting shares that carry at least 35 per cent of the voting rights attached to all of the outstanding voting shares of the company and that are

    • (a) shares of one or more classes of shares that are listed and posted for trading on a recognized stock exchange in Canada; and

    • (b) shares none of which is beneficially owned by a person who is a major shareholder of the company in respect of the voting shares of the company or by any entity that is controlled by a person who is a major shareholder of the company in respect of such shares.

  • Marginal note:Determination of day

    (2) If the company has equity of two billion dollars or more on the day it comes into existence, the day referred to in subsection (1) is the day that is three years after that day and, in the case of any other company, the day referred to in subsection (1) is the day that is three years after the day of the first annual meeting of the shareholders of the company held after the equity of the company first reaches two billion dollars.

  • Marginal note:Extension

    (3) If general market conditions so warrant and the Minister is satisfied that a company has used its best efforts to be in compliance with this section on the day determined under subsection (2), the Minister may specify a later day as the day from and after which the company must comply with subsection (1).

  • 1991, c. 45, s. 379
  • 2001, c. 9, s. 521
  • 2007, c. 6, s. 356

Marginal note:Limit on assets

  •  (1) Unless an exemption order with respect to the company is granted under section 382, if a company fails to comply with section 379 in any month, the Minister may, by order, require the company not to have, until it complies with that section, average total assets in any three month period ending on the last day of a subsequent month exceeding the company’s average total assets in the three month period ending on the last day of the month immediately before the month specified in the order.

  • Marginal note:Average total assets

    (2) For the purposes of subsection (1), the average total assets of a company in a three month period shall be computed by adding the total assets of the company as calculated for the month end of each of the three months in the period and by dividing the sum by three.

  • Definition of total assets

    (3) For the purposes of subsections (1) and (2), total assets, in respect of a company, has the meaning given that expression by the regulations.

  • 1991, c. 45, s. 380
  • 2001, c. 9, s. 522

Marginal note:Increase of capital

 Where the Superintendent has, by order, directed a company to increase its capital and shares of the company are issued and acquired in accordance with such terms and conditions as may be specified in the order, section 379 shall not apply in respect of the company until such time as the Superintendent may, by order, specify.

Marginal note:Exemption by Minister

  •  (1) On application by a company and subject to any terms that the Minister considers appropriate, the Minister may by order exempt the company from the requirements of section 379 if the Minister considers it appropriate to do so.

  • Marginal note:Compliance with s. 379

    (2) The company shall comply with section 379 as of the day on which the exemption order expires.

  • Marginal note:Limit on assets

    (3) If a company fails to comply with section 379 on the day referred to in subsection (2), it shall not, until it complies with that section, have average total assets in any three month period ending on the last day of a subsequent month exceeding its average total assets in the three month period ending on the last day of the month immediately preceding the day referred to in subsection (2) or on any later day that the Minister may specify by order.

  • Marginal note:Application of ss. 380(2) and (3)

    (4) Subsections 380(2) and (3) apply for the purposes of subsection (3).

  • 1991, c. 45, s. 382, c. 47, s. 753
  • 2001, c. 9, s. 523
  • 2005, c. 54, s. 444

Marginal note:Continuation of exemption

  •  (1) Despite subsection 382(2), if an exemption order that was granted in respect of a company under subsection 382(3) as it read before the day on which this section comes into force provides that it expires if the holding body corporate ceases to comply with section 379, the company is not required to comply with that section until six months after the day on which the holding body corporate ceased to comply with that section if the failure to comply is as a result of

    • (a) a distribution to the public of voting shares of the holding body corporate;

    • (b) a redemption or purchase of voting shares of the holding body corporate;

    • (c) the exercise of any option to acquire voting shares of the holding body corporate; or

    • (d) the conversion of any convertible securities into voting shares of the holding body corporate.

  • Marginal note:Shares acquiring voting rights

    (2) Despite subsection 382(2), if as a result of an event that has occurred and is continuing shares of a holding body corporate referred to in subsection (1) acquire voting rights in such number as to cause the holding body corporate to no longer be in compliance with section 379, the company is not required to comply with that section until six months after the day on which the holding body corporate ceased to comply with that section or any later day that the Minister may by order specify.

  • 2005, c. 54, s. 444

Marginal note:Exception

  •  (1) Where a company fails to comply with section 379 as the result of

    • (a) a distribution to the public of voting shares of the company,

    • (b) a redemption or purchase of voting shares of the company,

    • (c) the exercise of any option to acquire voting shares of the company, or

    • (d) the conversion of any convertible securities into voting shares of the company,

    section 380 shall not apply in respect of that company until the expiration of six months after the day the company failed to comply with section 379.

  • Marginal note:Shares acquiring voting rights

    (2) Where, as the result of an event that has occurred and is continuing, shares of a company acquire voting rights in such number as to cause the company to no longer be in compliance with section 379, section 380 shall not apply in respect of that company until the expiration of six months after the day the company ceased to be in compliance with section 379 or such later day as the Minister may, by order, specify.

  • (3) and (4) [Repealed, 2005, c. 54, s. 445]

  • 1991, c. 45, s. 383
  • 2005, c. 54, s. 445

Marginal note:Acquisition of control permitted

  •  (1) Subject to subsection (2) and sections 376 and 385, section 379 does not apply in respect of the company if a person acquires control of a company with equity of two billion dollars or more through the purchase or other acquisition of all or any number of the shares of the company by the person or by any entity controlled by the person.

  • Marginal note:Undertaking required

    (2) Subsection (1) applies only if the person provides the Minister with an undertaking satisfactory to the Minister to do all things necessary so that, within three years after the acquisition, or any other period that the Minister may specify, the company has voting shares that carry at least 35 per cent of the voting rights attached to all of the outstanding voting shares of the company and that are

    • (a) shares of one or more classes of shares that are listed and posted for trading on a recognized stock exchange in Canada; and

    • (b) shares none of which is beneficially owned by a person who is a major shareholder of the company in respect of the voting shares of the company or by any entity that is controlled by a person who is a major shareholder of the company in respect of such shares.

  • 1991, c. 45, s. 384
  • 2001, c. 9, s. 524
  • 2007, c. 6, s. 357
 
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