Trust and Loan Companies Act

Marginal note:Distribution to the public

• 11 (1) Subject to subsection (2), for the purposes of this Act, a security of a body corporate or an unincorporated entity

  • (a) is part of a distribution to the public where, in respect of the security, there has been a filing of a prospectus, statement of material facts, registration statement, securities exchange take-over bid circular or similar document under the laws of Canada, a province or a jurisdiction outside Canada; or

  • (b) is deemed to be part of a distribution to the public where the security has been issued and a filing referred to in paragraph (a) would be required if the security were being issued currently.

• Marginal note:Exemption

  (2) On application therefor by a company, the Superintendent may determine that a security of the company is not or was not part of a distribution to the public if the Superintendent is satisfied that the determination would not prejudice any security holder of the company.

• Marginal note:Securities deemed part of distribution

  (3) For the purposes of this Act, securities of a company

  • (a) issued on the conversion of other securities, or

  • (b) issued in exchange for other securities

  are deemed to be securities that are part of a distribution to the public if those other securities were part of a distribution to the public.