Bill C-5
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COMPULSORY ACQUISITION |
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Definitions
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174. The definitions in this section apply in
this Part.
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``dissenting
offeree'' « pollicité dissident »
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``dissenting offeree'' means a holder of a share
of a class for which a take-over bid is made
who does not accept the take-over bid, and
includes a subsequent holder of that share
who acquires it from the first-mentioned
holder.
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``offer'' « pollicita- tion »
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``offer'' includes an invitation to make an of
fer.
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``offeree'' « pollicité »
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``offeree'' means a person to whom a take-
over bid is made.
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``offeree
cooperative'' « coopéra- tive pollicitée »
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``offeree cooperative'' means a cooperative
whose shares are the object of a take-over
bid.
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``offeror'' « pollici- tant »
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``offeror'' means a person, other than an agent
or mandatary, who makes a take-over bid,
and includes two or more persons who, di
rectly or indirectly,
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``share'' « part »
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``share'' means an investment share, with or
without voting rights, and includes
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``take-over
bid'' « offre d'achat »
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``take-over bid'' means an offer made by an
offeror to shareholders at approximately the
same time to acquire all of the shares of a
class of issued shares and includes an offer
made by a cooperative to repurchase all of
the shares of a class of its shares.
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Right to
acquire
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175. (1) If within one hundred and twenty
days after the date of a take-over bid the bid is
accepted by the holders of not less than ninety
per cent of the shares of any class of shares to
which the take-over bid relates, other than
shares held at the date of the take-over bid by
or on behalf of the offeror or an affiliate or
associate of the offeror, the offeror is entitled,
on complying with this section, to acquire the
shares held by the dissenting offerees.
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Notice
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(2) An offeror may acquire shares held by a
dissenting offeree by sending, by confirmed
delivery service within sixty days after the
date of termination of the take-over bid and in
any event within one hundred and eighty days
after the date of the take-over bid, a notice to
each dissenting offeree stating that
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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 prov
ince.
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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 deter
mine 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 offer
or must acquire the shares on the same terms
under which the offeror acquired or will
acquire the shares of the offerees who accept
ed 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, in
cludes a claim that a transfer was or would
be wrongful or that a particular adverse per
son 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 posses
sion 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 trans
action concerned, acts for, or buys a securi
ty 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 pos
session.
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``fiduciary'' « représen- tant »
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``fiduciary'' means a trustee, guardian, com
mittee, curator, tutor, executor, administra
tor, representative of a deceased person, or
any other person acting in a fiduciary ca
pacity.
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``fungible'' « fongibles »
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``fungible'', in relation to securities, means se
curities 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 counter
feiting.
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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 se
curity in bearer form or order form or a se
curity in registered form issued to the pur
chaser or endorsed to the purchaser or en
dorsed in blank, means a purchaser for val
ue in good faith and without notice of any
adverse claim who takes delivery of the se
curity.
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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 excédentai- re »
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``overissue'' means the issue of securities in
excess of any maximum number of securi
ties that the issuer is authorized by its ar
ticles or a trust indenture to issue.
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``purchaser'' « acquéreur »
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``purchaser'' means a person who takes an in
terest in a security by sale, mortgage, hypo
thec, 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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