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This enactment relates to the mandatory provisions in the articles of
Cameco Corporation (formerly Eldorado Nuclear Limited) and
Petro-Canada.
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The enactment provides that the articles of Cameco Corporation will
have to contain a 15% individual non-resident share ownership limit for
voting shares as well as a cap on aggregate non-resident share
ownership voting rights of 25%.
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The enactment also provides that the articles of Petro-Canada will
have to be amended to allow for a 20% individual share ownership limit,
while the aggregate non-resident share ownership limits will be
eliminated. In addition, the prohibition on the sale, transfer or disposal
of all or substantially all of Petro-Canada's upstream and downstream
assets will be replaced with a similar prohibition on the sale, transfer or
disposal of all or substantially all of its assets, without distinguishing
between the upstream and downstream sectors of activity.
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Clause 1: (1) and (2) The relevant portion of
subsection 5(1) reads as follows:
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5. (1) The articles of the new corporation shall contain
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(b) provisions imposing constraints on the issue, transfer and
ownership, including joint ownership, of voting securities of the new
corporation
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(ii) to prevent any one non-resident, together with the associates
thereof, from holding, beneficially owning or controlling,
directly or indirectly, otherwise than by way of security only,
voting securities to which are attached more than five per cent of
the votes that may ordinarily be cast to elect directors of the new
corporation;
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(c) provisions respecting the counting or prorating of votes cast at
any meeting of shareholders of the new corporation and attached to
voting securities of the new corporation that are held, beneficially
owned or controlled, directly or indirectly, by non-residents so as to
limit the counting of those votes to not more than twenty per cent of
the total number of votes cast by shareholders at that meeting;
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Clause 2: (1) to (3) The relevant portion of subsection
9(1) reads as follows:
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9. (1) The articles of amendment for Petro-Canada shall contain
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(a) provisions imposing constraints on the issue, transfer and
ownership, including joint ownership, of voting shares of
Petro-Canada to prevent any one person, together with the associates
of that person, from holding, beneficially owning or controlling,
directly or indirectly, otherwise than by way of security only, in the
aggregate voting shares to which are attached more than ten per cent
of the votes that may ordinarily be cast to elect directors of
Petro-Canada, other than votes that may be so cast by or on behalf
of the Minister;
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(b) provisions imposing constraints on the issue, transfer and
ownership, including joint ownership, of voting shares of
Petro-Canada to prevent non-residents from holding, beneficially
owning or controlling, directly or indirectly, otherwise than by way
of security only, in the aggregate voting shares to which are attached
more than twenty-five per cent of the votes that may ordinarily be
cast to elect directors of Petro-Canada, other than votes that may be
so cast by or on behalf of the Minister;
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(c) provisions respecting the counting or prorating of votes cast in
respect of any motion at any meeting of shareholders of
Petro-Canada and attached to the voting shares of Petro-Canada that
are held, beneficially owned or controlled, directly or indirectly, by
non-residents so as to limit the counting of those votes to not more
than twenty-five per cent of the total number of votes cast by
shareholders in respect of that motion;
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(d) provisions preventing Petro-Canada from selling, transferring or
otherwise disposing of, whether by one transaction or event or
several related transactions or events, all or substantially all of its
downstream assets or upstream assets to any one person or group of
associated persons or to non-residents, otherwise than by way of
security only in connection with the financing of Petro-Canada;
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(f) provisions respecting the enforcement of the constraints imposed
pursuant to paragraphs (a) and (b); and
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(4) The relevant portion of subsection 9(4) reads as
follows:
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(4) No provision imposing constraints pursuant to paragraph 1(a) or
(b) applies in respect of voting shares of Petro-Canada that are held
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