Trust and Loan Companies Act

Marginal note:Definitions

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

  affiliate

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

  associate of the offeror

  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 they serve as a trustee or a liquidator of the succession 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

  dissenting offeree means a holder of a share who does not accept a take-over bid or a subsequent holder of the share who acquires it from the first-mentioned holder; (pollicité opposant)

  exempt offer

  exempt offer[Repealed, 2005, c. 54, s. 423]

  offeree

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

  offeree company

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

  offeror

  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

  share means a share with or without voting rights and includes

  • (a) a security that is 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

  take-over bid means an offer made by an offeror at approximately the same time to all of the shareholders of a distributing company to acquire all of the shares of a class of issued shares, and includes an offer by a distributing company to repurchase all of the shares of a class. (offre d’achat visant à la mainmise)

• 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.