Trust and Loan Companies Act

Marginal note:Definitions

• 288 (1) In this section and sections 289 to 298,

  affiliate

  groupe

  affiliate means a body corporate that is affiliated with another body corporate within the meaning of subsection 6(2); (groupe)

  associate of the offeror

  associé du pollicitant

  associate of the offeror means

  • (a) a body corporate that an offeror, directly or indirectly, controls, determined without regard to paragraph 3(1)(d), or of which an offeror beneficially owns shares or securities currently convertible into shares carrying more than 10 per cent of the voting rights under all circumstances or by reason of the occurrence of an event that has occurred and is continuing, or a currently exercisable option or right to purchase the shares or the convertible securities,

  • (b) a partner of the offeror acting on behalf of the partnership of which they are partners,

  • (c) a trust or estate in which the offeror has a substantial beneficial interest or in respect of which the offeror serves as a trustee or in a similar capacity,

  • (d) a spouse or common-law partner of the offeror,

  • (e) a child of the offeror or of the offeror’s spouse or common-law partner, or

  • (f) a relative of the offeror or of the offeror’s spouse or common-law partner, if that relative has the same residence as the offeror; (associé du pollicitant)

  dissenting offeree

  pollicité opposant

  dissenting offeree means, in respect of a take-over bid made for all the shares of a class of shares, a holder of a share of that class who does not accept the take-over bid and includes a subsequent holder of that share who acquires it from the first-mentioned holder; (pollicité opposant)

  exempt offer

  offre franche

  exempt offer means an offer

  • (a) to fewer than fifteen shareholders to purchase shares by way of separate agreements,

  • (b) to purchase shares through a stock exchange or in the over-the-counter market in such circumstances as may be prescribed,

  • (c) to purchase shares of a company that has fewer than fifteen shareholders, two or more joint holders being counted as one shareholder, or

  • (d) exempted under the order of a court having jurisdiction in the place where the head office of the offeree company is located; (offre franche)

  offeree

  pollicité

  offeree means a person to whom a take-over bid is made; (pollicité)

  offeree company

  société pollicitée

  offeree company means a company the shares of which are the object of a take-over bid; (société pollicitée)

  offeror

  pollicitant

  offeror means a person, other than an agent, who makes a take-over bid, and includes two or more persons who, directly or indirectly,

  • (a) make take-over bids jointly or in concert, or

  • (b) intend to exercise jointly or in concert voting rights attached to shares for which a take-over bid is made; (pollicitant)

  share

  action

  share includes

  • (a) a security currently convertible into a share, and

  • (b) a currently exercisable option or right to acquire a share or a security referred to in paragraph (a); (action)

  take-over bid

  offre publique d’achat

  take-over bid means

  • (a) an offer, other than an exempt offer, made by an offeror to shareholders at approximately the same time to acquire shares that, if combined with shares already beneficially owned or controlled, directly or indirectly, by the offeror or an affiliate or associate of the offeror on the date of the offer, would exceed 10 per cent of any class of issued shares of an offeree company, and

  • (b) an offer to purchase shares of a company having fewer than fifteen shareholders if the offer is made to all shareholders in the prescribed form and manner,

  and includes every offer, other than an exempt offer, by an issuer to repurchase its own shares. (offre publique d’achat)

• Marginal note:Control

  (2) For the purposes of this section and sections 289 to 298, a person controls a body corporate when the person controls the body corporate within the meaning of section 3, determined without regard to paragraph 3(1)(d).

• Marginal note:Date of bid

  (3) A take-over bid is deemed to be dated as of the date on which it is sent.