Bill C-91
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Notice of
adverse claim
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(3) Concurrently with sending the notice
under subsection (2), the offeror must send to
the offeree cooperative a notice of adverse
claim in accordance with section 240 with
respect to each share held by a dissenting
offeree.
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Share
certificate
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(4) A dissenting offeree to whom a notice is
sent under subsection (2) must, within twenty
days after receiving the notice,
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Deemed
election
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(5) A dissenting offeree who does not notify
the offeror in accordance with subparagraph
(4)(b)(ii) is deemed to have elected to transfer
the shares to the offeror on the same terms on
which the offeror acquired the shares from the
offerees who accepted the take-over bid.
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Payment
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(6) Within twenty days after the offeror
sends a notice under subsection (2), the offeror
must pay or transfer to the offeree cooperative
the amount that the offeror would have had to
pay to a dissenting offeree if the dissenting
offeree had elected to accept the take-over bid
under subparagraph (4)(b)(i).
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Amounts
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(7) The offeree cooperative is deemed to
hold in trust for the dissenting shareholders the
amounts it receives under subsection (6), and
the offeree cooperative must deposit the
amounts in a separate account in a body
corporate any of whose deposits are insured by
the Canada Deposit Insurance Corporation or
guaranteed by the Quebec Deposit Insurance
Board or by any other similar entity created by
the law of another province, and must place
any thing received in lieu of money in the
custody of such a body corporate.
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When
cooperative is
offeror
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(8) A cooperative that is an offeror making
a take-over bid to repurchase all of the shares
of a class is deemed to hold in trust for the
dissenting shareholders the amounts that it
would have had to pay or transfer to a
dissenting offeree if the dissenting offeree had
elected to accept the take-over bid under
subparagraph (4)(b)(i), and the cooperative
must deposit the amounts in a separate
account in a body corporate any of whose
deposits are insured by the Canada Deposit
Insurance Corporation or guaranteed by the
Quebec Deposit Insurance Board or by any
other similar entity created by the law of
another province, and must place any thing
received in lieu of money in the custody of
such a body corporate.
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Duty of
offeree
cooperative
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(9) Within thirty days after the offeror sends
a notice under subsection (2), the offeree
cooperative must
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Application to
court
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(10) If a dissenting offeree has elected to
demand payment of the fair value of the shares
under subparagraph (4)(b)(ii), the offeror may,
within twenty days after it has paid the money
or transferred the things under subsection (6),
apply to a court to fix the fair value of the
shares of that dissenting offeree.
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Application to
court
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(11) If an offeror fails to apply to a court
under subsection (10), a dissenting offeree
may apply to a court for the same purpose
within a further period of twenty days.
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Status of
dissenter if no
court
application
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(12) If no application is made to a court
under subsection (11) within the period set out
in that subsection, a dissenting offeree is
deemed to have elected to transfer shares to
the offeror on the same terms on which the
offeror acquired the shares from the offerees
who accepted the take-over bid.
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Venue
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(13) An application under subsection (10)
or (11) must be made to a court having
jurisdiction in the place where the cooperative
has its registered office or in the province
where the dissenting offeree resides if the
cooperative carries on business in that
province.
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No security
for costs
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(14) A dissenting offeree is not required to
give security for costs in an application made
under subsection (10) or (11).
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Parties
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(15) On an application under subsection
(10) or (11),
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Powers of
court
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(16) On an application to a court under
subsection (10) or (11), the court may
determine whether any other person is a
dissenting offeree who should be joined as a
party, and the court must then fix a fair value
for the shares of all dissenting offerees.
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Appraisers
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(17) A court may in its discretion appoint
one or more appraisers to assist the court to fix
a fair value for the shares of a dissenting
offeree.
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Final order
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(18) The final order of the court must be
made against the offeror in favour of each
dissenting offeree and for the amount for
shares as fixed by the court.
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Additional
powers
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(19) In connection with proceedings under
this section, a court may make any order it
thinks fit, including an order to
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Distributing
cooperative
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176. (1) If a shareholder holding shares of
a distributing cooperative does not receive a
notice under this Part, the shareholder may,
within ninety days after the date of the end of
the take-over bid or, if the shareholder did not
receive an offer pursuant to the take-over bid,
within ninety days after learning of the
takeover bid, require the offeror to acquire
those investment shares.
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Obligation to
acquire
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(2) If a shareholder requires the offeror to
acquire shares under subsection (1), the
offeror must acquire the shares on the same
terms under which the offeror acquired or will
acquire the shares of the offerees who
accepted the take-over bid.
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PART 12 |
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SECURITY CERTIFICATES, REGISTERS AND TRANSFERS |
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Interpretation |
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Definitions
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177. (1) The definitions in this subsection
apply in this Part.
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``adverse
claim'' « opposition »
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``adverse claim'', in respect of a security,
includes a claim that a transfer was or would
be wrongful or that a particular adverse
person is the owner of or has an interest in
the security.
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``bearer'' « porteur »
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``bearer'' means the person who is in
possession of a security that is payable to
bearer or endorsed in blank.
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``broker'' « courtier »
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``broker'' means a person who is engaged in
whole or in part in the business of buying
and selling securities and who, in the
transaction concerned, acts for, or buys a
security from, or sells a security to a
customer.
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``delivery'' « livraison » or « remise »
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``delivery'' means voluntary transfer of
possession.
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``fiduciary'' « représen- tant »
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``fiduciary'' means a trustee, guardian,
committee, curator, tutor, executor,
administrator, representative of a deceased
person, or any other person acting in a
fiduciary capacity.
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``fungible'' « fongibles »
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``fungible'', in relation to securities, means
securities of which any unit is, by nature or
usage of trade, the equivalent of any other
like unit.
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``genuine'' « authenti- que »
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``genuine'' means free of forgery or
counterfeiting.
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``good faith'' « bonne foi »
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``good faith'', with respect to a transaction,
means honesty in fact in the conduct of the
transaction.
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``good faith
purchaser'' « acquéreur de bonne foi »
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``good faith purchaser'', with respect to a
security in bearer form or order form or a
security in registered form issued to the
purchaser or endorsed to the purchaser or
endorsed in blank, means a purchaser for
value in good faith and without notice of
any adverse claim who takes delivery of the
security.
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``holder'' « détenteur »
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``holder'' means a person who is in possession
of a security that is issued or endorsed to the
person or to bearer or in blank.
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``issuer'' « émetteur »
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``issuer'' includes a cooperative that
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``overissue'' « émission excéden- taire »
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``overissue'' means the issue of securities in
excess of any maximum number of
securities that the issuer is authorized by its
articles or a trust indenture to issue.
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``purchaser'' « acquéreur »
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``purchaser'' means a person who takes an
interest in a security by sale, mortgage,
hypothec, pledge, issue, reissue, gift or any
other voluntary transaction.
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``security'' or
``security
certificate'' « valeur mobilière » ou « certificat de valeurs mobilières »
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``security'' or ``security certificate'' means a
document issued by a cooperative that is
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``transfer'' « transfert »
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``transfer'' includes transmission by operation
of law.
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``trust
indenture'' « acte de fiducie »
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``trust indenture'' means a trust indenture as
defined in section 266.
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``valid'' « valide »
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``valid'' means issued in accordance with the
applicable law and the articles of the issuer,
or validated under section 196.
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Negotiable
instruments
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(2) Except when a transfer is restricted and
noted on a security in accordance with
subsection 183(2), a security is a negotiable
instrument.
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Registerable
form
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(3) A security is in registered form if it
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Order form
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(4) A debt obligation is in order form if, by
its terms, it is payable to the order of a person
specified with reasonable certainty in it or to
a person to whom it is assigned.
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Bearer form
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(5) A security is in bearer form if it is
payable to bearer according to its terms and
not by reason of an endorsement.
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Guarantor for
issuer
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(6) A guarantor for an issuer is deemed to be
an issuer to the extent of the guarantee,
whether or not the obligation is noted on the
security.
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