GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Insurance Companies Act — I-11.8 296
Distribution 296 (1) No person including a company shall distribute securities of a company except in accordance with the regulations made under subsection (2). Regulations (2) The Governor in Council may make regulations respecting the distribution of securities of a company, including (a) respecting the information that is to be disclosed by a company before the distribution of any of its securities, including the information that is to be included in a prospectus; (b) respecting the manner of disclosure and the form of the information that is to be disclosed; and (c) exempting any class of distribution of securities from the application of subsection (1). 1991, c. 47, s. 296; 2005, c. 54, s. 272
Insurance Companies Act — I-11.8 297
Order of exemption 297 (1) On application by a company or any person proposing to make a distribution, the Superintendent may, by order, exempt that distribution from the application of any regulations made under subsection 296(2) if the Superintendent is satisfied that the company has disclosed or is about to disclose, in compliance with the laws of the relevant jurisdiction, information relating to the distribution that in form and content substantially complies with the requirements of those regulations. Conditions (2) An order under subsection (1) may contain any conditions or limitations that the Superintendent deems appropriate. 1991, c. 47, s. 297; 2005, c. 54, s. 272
Insurance Companies Act — I-11.8 298
Going-private transactions 298 A company may carry out a going-private transaction if it complies with any applicable provincial securities laws. 1991, c. 47, s. 298; 2005, c. 54, s. 272
Insurance Companies Act — I-11.8 299
Squeeze-out transactions 299 No company may carry out a squeeze-out transaction unless, in addition to any approval by holders of shares required by or under this Act or the company’s by-laws, the transaction is approved by ordinary resolution of the holders of each class of shares affected by the transaction, voting separately, whether or not the shares otherwise carry the right to vote. However, the following do not have the right to vote on the resolution: (a) affiliates of the company; and (b) holders of shares that following the squeeze-out transaction would be entitled to consideration of greater value or to superior rights or privileges than those available to other holders of shares of the same class. 1991, c. 47, s. 299; 1994, c. 26, s. 39(F); 1999, c. 31, s. 140; 2005, c. 54, s. 272
Insurance Companies Act — I-11.8 300
r shares. Effect of s. (25) (24) If subsection (25) applies, a dissenting shareholder may by written notice delivered to the company within 30 days after receiving notice under subsection (23) (a) withdraw their notice of dissent, in which case the company is deemed to consent to the withdrawal and the shareholder is reinstated to their full rights as a shareholder; or (b) retain their status as a claimant against the company, to be paid as soon as the company is able to lawfully pay them or, in a liquidation, to be ranked subordinate to the rights of the company’s creditors but in priority to its shareholders. Limitation (25) A company may not make a payment to a dissenting shareholder under this section if there are reasonable grounds for believing that the company is or the payment would cause the company to be in contravention of a regulation referred to in subsection 515(1) or (2) or 516(1) or (2) or of an order made under subsection 515(3) or 516(4). 1991, c. 47, s. 300; 1999, c. 31, s. 141; 2005, c. 54, s. 272
Insurance Companies Act — I-11.8 307
Definitions 307 (1) In this Division, affiliate means a body corporate that is affiliated with another body corporate within the meaning of subsection 6(2); ( groupe ) 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 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 [Repealed, 2005, c. 54, s. 273] offeree means a person to whom a take-over bid is made; ( pollicité ) offeree company means a company the shares of which are the object of a take-over bid; ( société pollicitée ) 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 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 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 ) Control (2) For the purposes of this Division, 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). Date of bid (3) A take-over bid is deemed to be dated as of the date on which it is sent. 1991, c. 47, s. 307; 2000, c. 12, s. 154; 2005, c. 54, s. 273
Insurance Companies Act — I-11.8 (a)
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 )
Insurance Companies Act — I-11.8
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 )
Insurance Companies Act — I-11.8
exempt offer [Repealed, 2005, c. 54, s. 273]
Insurance Companies Act — I-11.8
offeree means a person to whom a take-over bid is made; ( pollicité )
Insurance Companies Act — I-11.8
offeree company means a company the shares of which are the object of a take-over bid; ( société pollicitée )
Insurance Companies Act — I-11.8 (a)
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 )
Insurance Companies Act — I-11.8 (a)
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 )
Insurance Companies Act — I-11.8
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 )
Insurance Companies Act — I-11.8 308
Right to acquire shares 308 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 90 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 Division, to acquire the shares held by the dissenting offerees. 1991, c. 47, s. 308; 2005, c. 54, s. 274(F)
Insurance Companies Act — I-11.8 309
Offeror’s notice to dissenters 309 (1) An offeror may acquire shares held by a dissenting offeree by sending by registered mail 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, an offeror’s notice to each dissenting offeree and to the Superintendent stating that (a) offerees holding not less than 90 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, have accepted the take-over bid; (b) the offeror is bound to take up and pay for or has taken up and paid for the shares of the offerees who accepted the take-over bid; (c) a dissenting offeree is required to elect (i) to transfer the dissenting offeree’s shares to the offeror on the same terms on which the offeror acquired the shares from the offerees who accepted the take-over bid, or (ii) to demand payment of the fair value of the dissenting offeree’s shares in accordance with sections 313 to 316 by notifying the offeror within twenty days after receipt of the offeror’s notice; (d) a dissenting offeree who does not notify the offeror in accordance with paragraph 310(b) 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; and (e) a dissenting offeree must send the dissenting offeree’s shares to which the take-over bid relates to the offeree company within twenty days after the dissenting offeree receives the offeror’s notice. Notice of adverse claim (2) Concurrently with sending the offeror’s notice under subsection (1), the offeror shall send to the offeree company a notice of adverse claim in accordance with subsection 133(1) with respect to each share held by a dissenting offeree. 1991, c. 47, s. 309; 2005, c. 54, s. 275
Insurance Companies Act — I-11.8 310
Share certificates and election 310 A dissenting offeree to whom a notice is sent under subsection 309(1) shall within 20 days after receiving the notice (a) send to the offeree company the share certificates representing the shares to which the take-over bid relates; and (b) elect to transfer the shares to the offeror on the same terms as those on which the offeror acquired shares from the offerees who accepted the take-over bid or to demand payment of the fair value of the shares in accordance with sections 313 to 316 by notifying the offeror. 1991, c. 47, s. 310; 2005, c. 54, s. 276
Insurance Companies Act — I-11.8 310.1
Deemed election 310.1 A dissenting offeree who does not notify the offeror in accordance with paragraph 310(b) is deemed to have elected to transfer the shares to the offeror on the same terms as those on which the offeror acquired shares from the offerees who accepted the take-over bid. 2005, c. 54, s. 276
Insurance Companies Act — I-11.8 311
Payment to offeree company 311 (1) Within 20 days after the offeror sends a notice under subsection 309(1), the offeror shall pay the money, or transfer the other consideration, to the offeree company that the offeror would have had to pay or transfer to a dissenting offeree if the dissenting offeree had elected to transfer their shares in accordance with paragraph 310(b). Consideration in trust (2) An offeree company is deemed to hold in a fiduciary capacity for the dissenting offerees the money or other consideration it receives under subsection (1). Deposit or custody (3) An offeree company shall deposit the money received under subsection (1) in a separate account in a deposit-taking financial institution in Canada and the offeree company shall place any other consideration in the custody of a deposit-taking financial institution in Canada. 1991, c. 47, s. 311; 2005, c. 54, s. 277
Insurance Companies Act — I-11.8 311.1
Fiduciary capacity of company 311.1 A company that is making a take-over bid to repurchase all of the shares of a class is deemed to hold in a fiduciary capacity for the dissenting shareholders the money that it would have had to pay, and the other consideration that it would have had to transfer, to a dissenting offeree if the dissenting offeree had elected to transfer their shares in accordance with paragraph 310(b). The company shall within 20 days after a notice is sent under subsection 309(1) deposit the money in a separate account in a deposit-taking financial institution in Canada and place any other consideration in the custody of a deposit-taking financial institution in Canada. 2005, c. 54, s. 278
Insurance Companies Act — I-11.8 312
Duty of offeree company 312 Within thirty days after an offeror sends an offeror’s notice under subsection 309(1), the offeree company shall (a) if the payment or transfer required by subsection 311(1) is made, issue to the offeror a share certificate in respect of the shares that were held by the dissenting offerees; (b) give to each dissenting offeree who elects to transfer shares under paragraph 310(b) and who sends the share certificates as required under paragraph 310(a) the money or other consideration to which they are entitled, disregarding fractional shares, which may be paid for in money; and (c) if the payment or transfer required by subsection 311(1) is made and the money or other consideration is deposited as required by subsections 311(2) and (3) or by section 311.1, send to each dissenting offeree who has not sent share certificates as required under paragraph 310(a) a notice stating that (i) their shares have been cancelled, (ii) the offeree company or its designated person holds in a fiduciary capacity for that offeree the money or other consideration to which they are entitled as payment for or in exchange for the shares, and (iii) the offeree company will, subject to sections 313 to 316, send that money or other consideration to that offeree without delay after receiving the share certificates. 1991, c. 47, s. 312; 2005, c. 54, s. 279
Insurance Companies Act — I-11.8 313
Court may fix fair value 313 (1) If a dissenting offeree has elected to demand payment of the fair value of their shares under paragraph 310(b), the offeror may, within 20 days after it has paid the money or transferred the other consideration under subsection 311(1), apply to a court to fix the fair value of the shares of that dissenting offeree. Idem (2) If an offeror fails to apply to a court under subsection (1), a dissenting offeree may apply to a court for the same purpose within a further period of twenty days. Venue (3) An application under subsection (1) or (2) shall be made to a court having jurisdiction in the place at which the head office of the company is situated or in the province in which the dissenting offeree resides if the company carries on business in that province. No security for costs (4) A dissenting offeree is not required to give security for costs in an application made under subsection (1) or (2). 1991, c. 47, s. 313; 2005, c. 54, s. 280
Insurance Companies Act — I-11.8 314
Parties and notice 314 On an application under subsection 313(1) or (2), (a) all dissenting offerees who have made elections to demand payment under paragraph 310(b) and whose shares have not been acquired by the offeror shall be joined as parties and are bound by the decision of the court; and (b) the offeror shall notify each affected dissenting offeree of the date, place and consequences of the application and of the dissenting offeree’s right to appear and be heard in person or by counsel at the hearing of the application. 1991, c. 47, s. 314; 2005, c. 54, s. 281
Insurance Companies Act — I-11.8 315
Powers of court 315 (1) On an application to a court under subsection 313(1) or (2), the court may determine whether any other person is a dissenting offeree who should be joined as a party, and the court shall then fix a fair value for the shares of all dissenting offerees. Appraisers (2) A court may in its discretion appoint one or more appraisers to assist the court in fixing a fair value for the shares of a dissenting offeree. Final order (3) The final order of a court shall be made against the offeror in favour of each dissenting offeree and for the amount for each dissenting offeree’s shares as fixed by the court. Additional powers of court (4) In connection with proceedings under subsection 313(1) or (2), a court may make any order it thinks fit and, without limiting the generality of the foregoing, may (a) fix the amount of money or other consideration that is deemed to be held in a fiduciary capacity under subsection 311(2) or section 311.1; (b) order that the money or other consideration is to be held in trust by a person other than the offeree company; (c) allow a reasonable rate of interest on the amount payable to each dissenting offeree from the date the dissenting offeree sends the share certificates required under section 310 until the date of payment; or (d) order that any money payable to a shareholder who cannot be found be paid to the Receiver General. Recovery (5) If at any time a person establishes an entitlement to any moneys paid to the Receiver General under this section, the Receiver General shall pay an equivalent amount to that person out of the Consolidated Revenue Fund. 1991, c. 47, s. 315; 2005, c. 54, s. 282
Insurance Companies Act — I-11.8 316
Status of dissenter 316 Where no application is made to a court under subsection 313(2) within the period set out in that subsection, a dissenting offeree is deemed to have elected to transfer the dissenting offeree’s shares to the offeror on the same terms on which the offeror acquired the shares from the offerees who accepted the take-over bid.
Insurance Companies Act — I-11.8 316.1
Obligation to acquire shares 316.1 (1) If a shareholder who holds shares of an offeree company does not receive the notice referred to in subsection 309(1), the shareholder may require the offeror to acquire the shares (a) within 90 days after the date of termination of the take-over bid; or (b) if the shareholder did not receive an offer under the take-over bid, within 90 days after the later of (i) the date of termination of the take-over bid, and (ii) the day on which the shareholder learned of the take-over bid. Acquisition on same terms (2) If the shareholder requires the offeror to acquire shares, the offeror shall acquire them on the same terms as those on which the offeror acquires shares from offerees who accept the take-over bid. 2005, c. 54, s. 283
Insurance Companies Act — I-11.8 317
Definitions 317 In this Division, event of default means, in relation to a trust indenture, an event specified in the trust indenture on the occurrence of which the principal, interest and other moneys payable thereunder become or may be declared to be payable before maturity, but the event is not an event of default until all the conditions set out in the trust indenture in connection with the giving of notice of the event have been satisfied or the period of time for giving the notice has elapsed; ( cas de défaut ) issuer means a company that has issued, is about to issue or is in the process of issuing subordinated indebtedness; ( émetteur ) trustee means any person appointed as trustee under the terms of a trust indenture to which a company is a party, and includes any successor trustee; ( fiduciaire ) trust indenture means any deed, indenture or other instrument, including any supplement or amendment thereto, made by a company under which the company issues subordinated indebtedness and in which a person is appointed as trustee for the holders of the subordinated indebtedness issued thereunder. ( acte de fiducie )
Insurance Companies Act — I-11.8
event of default means, in relation to a trust indenture, an event specified in the trust indenture on the occurrence of which the principal, interest and other moneys payable thereunder become or may be declared to be payable before maturity, but the event is not an event of default until all the conditions set out in the trust indenture in connection with the giving of notice of the event have been satisfied or the period of time for giving the notice has elapsed; ( cas de défaut )
Insurance Companies Act — I-11.8
issuer means a company that has issued, is about to issue or is in the process of issuing subordinated indebtedness; ( émetteur )
Insurance Companies Act — I-11.8
trustee means any person appointed as trustee under the terms of a trust indenture to which a company is a party, and includes any successor trustee; ( fiduciaire )
Insurance Companies Act — I-11.8
trust indenture means any deed, indenture or other instrument, including any supplement or amendment thereto, made by a company under which the company issues subordinated indebtedness and in which a person is appointed as trustee for the holders of the subordinated indebtedness issued thereunder. ( acte de fiducie )
Insurance Companies Act — I-11.8 318
Application 318 This Division applies in respect of a trust indenture if the subordinated indebtedness issued or to be issued under the trust indenture is part of a distribution to the public.
Insurance Companies Act — I-11.8 319
Exemption 319 The Superintendent may, in writing, exempt a trust indenture from the application of this Division if, in the Superintendent’s opinion, the trust indenture and the subordinated indebtedness are subject to a law of a province or other jurisdiction, other than Canada, that is substantially equivalent to the provisions of this Act relating to trust indentures.
Insurance Companies Act — I-11.8 320
Conflict of interest 320 (1) No person shall be appointed as trustee if at the time of the appointment there is a material conflict of interest between the person’s role as trustee and any other role of the person. Eliminating conflict of interest (2) A trustee shall, within ninety days after the trustee becomes aware that a material conflict of interest exists, (a) eliminate the conflict of interest; or (b) resign from office.
Insurance Companies Act — I-11.8 321
Validity despite conflict 321 A trust indenture and any subordinated indebtedness issued thereunder are valid notwithstanding a material conflict of interest of the trustee.
Insurance Companies Act — I-11.8 322
Removal of trustee 322 If a trustee is appointed in contravention of subsection 320(1) or if a trustee contravenes subsection 320(2), any interested person may apply to a court for an order that the trustee be replaced, and the court may make an order on such terms as it thinks fit.