GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Trust and Loan Companies Act — T-19.8 292
Payment to offeree company 292 (1) Within 20 days after the offeror sends a notice under subsection 290(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 291(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 another deposit-taking financial institution in Canada and the offeree company shall place any other consideration in the custody of another deposit-taking financial institution in Canada. 1991, c. 45, s. 292; 2005, c. 54, s. 427
Trust and Loan Companies Act — T-19.8 292.1
Fiduciary capacity of company 292.1 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 291(b). The company shall within 20 days after a notice is sent under subsection 290(1) deposit the money in a separate account in another deposit-taking financial institution in Canada and place any other consideration in the custody of another deposit-taking financial institution in Canada. 2005, c. 54, s. 428
Trust and Loan Companies Act — T-19.8 293
Duty of offeree company 293 Within thirty days after an offeror sends an offeror’s notice under subsection 290(1), the offeree company shall (a) if the payment or transfer required by subsection 292(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 291(b) and who sends the share certificates as required under paragraph 291(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 292(1) is made and the money or other consideration is deposited as required by subsections 292(2) and (3) or section 292.1, send to each dissenting offeree who has not sent share certificates as required under paragraph 291(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 294 to 297, send that money or other consideration to that offeree without delay after receiving the share certificates. 1991, c. 45, s. 293; 2005, c. 54, s. 429
Trust and Loan Companies Act — T-19.8 294
Court may fix fair value 294 (1) If a dissenting offeree has elected to demand payment of the fair value of their shares under paragraph 291(b), the offeror may, within 20 days after it has paid the money or transferred the other consideration under subsection 292(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. 45, s. 294; 2005, c. 54, s. 430
Trust and Loan Companies Act — T-19.8 295
Parties and notice 295 On an application under subsection 294(1) or (2), (a) all dissenting offerees who have made elections to demand payment under paragraph 291(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. 45, s. 295; 2005, c. 54, s. 431
Trust and Loan Companies Act — T-19.8 296
Powers of court 296 (1) On an application to a court under subsection 294(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 294(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 292(2) or section 292.1; (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 291 until the date of payment; or (d) order that any money payable to a shareholder who cannot be found is to be paid to the Minister. 1991, c. 45, s. 296; 2005, c. 54, s. 432
Trust and Loan Companies Act — T-19.8 297
Status of dissenter 297 Where no application is made to a court under subsection 294(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.
Trust and Loan Companies Act — T-19.8 298
Payment of unclaimed money 298 The Minister shall pay to the Bank of Canada any amounts paid to the Minister under subsection 296(4), and section 372 applies in respect thereof as if the amounts paid under subsection 296(4) had been paid under subsection 371(3).
Trust and Loan Companies Act — T-19.8 298.1
Obligation to acquire shares 298.1 (1) If a shareholder who holds shares of an offeree company does not receive the notice referred to in subsection 290(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. 433
Trust and Loan Companies Act — T-19.8 299
Definitions 299 In this section and sections 300 to 311, 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 )
Trust and Loan Companies Act — T-19.8
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 )
Trust and Loan Companies Act — T-19.8
issuer means a company that has issued, is about to issue or is in the process of issuing subordinated indebtedness; ( émetteur )
Trust and Loan Companies Act — T-19.8
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 )
Trust and Loan Companies Act — T-19.8
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 )
Trust and Loan Companies Act — T-19.8 300
Application 300 Sections 301 to 311 apply 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.
Trust and Loan Companies Act — T-19.8 301
Exemption 301 The Superintendent may, in writing, exempt a trust indenture from the application of sections 302 to 311 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.
Trust and Loan Companies Act — T-19.8 302
Conflict of interest 302 (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.
Trust and Loan Companies Act — T-19.8 303
Validity despite conflict 303 A trust indenture and any subordinated indebtedness issued thereunder are valid notwithstanding a material conflict of interest of the trustee.
Trust and Loan Companies Act — T-19.8 304
Removal of trustee 304 If a trustee is appointed in contravention of subsection 302(1) or if a trustee contravenes subsection 302(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.
Trust and Loan Companies Act — T-19.8 305
Trustee qualifications 305 A trustee, or at least one of the trustees if more than one is appointed, must be (a) a company that is a trust company pursuant to subsection 57(2); or (b) a body corporate that is incorporated by or under an Act of the legislature of a province and authorized to carry on business as a trustee.
Trust and Loan Companies Act — T-19.8 306
List of security holders 306 (1) A holder of subordinated indebtedness issued under a trust indenture may, on payment to the trustee of a reasonable fee and on delivery of a statutory declaration to the trustee, require the trustee to provide, within fifteen days after the delivery to the trustee of the statutory declaration, a list setting out (a) the names and addresses of the registered holders of the outstanding subordinated indebtedness, (b) the principal amount of outstanding subordinated indebtedness owned by each such holder, and (c) the aggregate principal amount of subordinated indebtedness outstanding as shown on the records maintained by the trustee on the day the statutory declaration is delivered to that trustee. Duty of issuer (2) On the demand of a trustee, the issuer of subordinated indebtedness shall provide the trustee with the information required to enable the trustee to comply with subsection (1). Where applicant is entity (3) Where the person requiring the trustee to provide a list under subsection (1) is an entity, the statutory declaration required under that subsection shall be made by a director or an officer of the entity or a person acting in a similar capacity. Contents of statutory declaration (4) The statutory declaration required under subsection (1) must state (a) the name and address of the person requiring the trustee to provide the list and, if the person is an entity, the address for service thereof; and (b) that the list will not be used except as permitted by subsection (5). Use of list (5) No person shall use a list obtained under this section except in connection with (a) an effort to influence the voting of the holders of subordinated indebtedness; (b) an offer to acquire subordinated indebtedness; or (c) any other matter relating to the subordinated indebtedness or the affairs of the issuer or guarantor thereof.
Trust and Loan Companies Act — T-19.8 307
Compliance with trust indentures 307 (1) An issuer or a guarantor of subordinated indebtedness issued or to be issued under a trust indenture shall, before undertaking (a) the issue, certification and delivery of subordinated indebtedness under the trust indenture, or (b) the satisfaction and discharge of the trust indenture, provide the trustee with evidence of compliance with the conditions in the trust indenture in respect thereof. Compliance by issuer or guarantor (2) On the demand of a trustee, the issuer or guarantor of subordinated indebtedness issued or to be issued under a trust indenture shall provide the trustee with evidence of compliance with the conditions in the trust indenture by the issuer or guarantor in respect of any act to be done by the trustee at the request of the issuer or guarantor. Evidence of compliance (3) The following documents constitute evidence of compliance for the purposes of subsections (1) and (2): (a) a statutory declaration or certificate made by a director or an officer of the issuer or guarantor stating that the conditions referred to in subsections (1) and (2) have been complied with; (b) an opinion of legal counsel that the conditions of the trust indenture requiring review by legal counsel have been complied with, if the trust indenture requires compliance with conditions that are subject to review by legal counsel; and (c) an opinion or report of the auditors of the issuer or guarantor, or such other accountant as the trustee selects, that the conditions of the trust indenture have been complied with, if the trust indenture requires compliance with conditions that are subject to review by auditors. Further evidence of compliance (4) The evidence of compliance referred to in subsection (3) shall include a statement by the person giving the evidence (a) declaring that the person has read and understands the conditions of the trust indenture referred to in subsections (1) and (2); (b) describing the nature and scope of the examination or investigation on which the person based the certificate, statement or opinion; and (c) declaring that the person has made such examination or investigation as the person believes necessary to enable the statements to be made or the opinions contained or expressed therein to be given.
Trust and Loan Companies Act — T-19.8 308
Trustee may require evidence 308 (1) On the request of a trustee, the issuer or guarantor of subordinated indebtedness issued under a trust indenture shall provide the trustee with evidence in such form as the trustee requires of compliance with any condition thereof relating to any action required or permitted to be taken by the issuer or guarantor under the trust indenture. Certificate of compliance (2) At least once in each twelve month period beginning on the date of the trust indenture and at any other time on the demand of a trustee, the issuer or guarantor of subordinated indebtedness issued under a trust indenture shall provide the trustee with a certificate stating that the issuer or guarantor has complied with all requirements contained in the trust indenture that, if not complied with, would, with the giving of notice, lapse of time or otherwise, constitute an event of default, or, if there has been failure to so comply, giving particulars thereof.
Trust and Loan Companies Act — T-19.8 309
Notice of default 309 A trustee shall, within thirty days after the trustee becomes aware of the occurrence thereof, give to the holders of subordinated indebtedness issued under a trust indenture notice of every event of default arising under the trust indenture and continuing at the time the notice is given, unless the trustee believes on reasonable grounds that it is in the best interests of the holders of the subordinated indebtedness to withhold the notice and so informs the issuer and guarantor in writing.
Trust and Loan Companies Act — T-19.8 310
Duty of care 310 (1) In exercising a trustee’s powers and discharging a trustee’s duties, the trustee shall (a) act honestly and in good faith with a view to the best interests of the holders of the subordinated indebtedness issued under the trust indenture; and (b) exercise the care, diligence and skill of a reasonably prudent trustee. Reliance on statements (2) Notwithstanding subsection (1), a trustee is not liable if the trustee relies in good faith on statements contained in a statutory declaration, certificate, opinion or report that complies with this Act or the trust indenture.
Trust and Loan Companies Act — T-19.8 311
No exculpation 311 No term of a trust indenture or of any agreement between a trustee and the holders of subordinated indebtedness issued thereunder or between the trustee and the issuer or guarantor operates to relieve a trustee from the duties imposed on the trustee by sections 302, 306 and 309 and subsection 310(1).
Trust and Loan Companies Act — T-19.8 312
Financial year 312 (1) The financial year of a company ends, at the election of the company in its by-laws, on the expiration of the thirty-first day of October or the thirty-first day of December in each year. First financial year (2) Where a company has, after the first day of July in any year, obtained an order approving the commencement and carrying on of business, the first financial year of the company ends, at the election of the company in its by-laws, on the expiration of the thirty-first day of October or the thirty-first day of December in the next calendar year.
Trust and Loan Companies Act — T-19.8 313
Annual financial statement 313 (1) The directors of a company shall place before the shareholders at every annual meeting (a) a comparative annual financial statement (in this Act referred to as an “annual statement”) relating separately to (i) the financial year immediately preceding the meeting, and (ii) the financial year, if any, immediately preceding the financial year referred to in subparagraph (i); (b) the report of the auditor of the company; and (c) any further information respecting the financial position of the company and the results of its operations required by the by-laws of the company to be placed before the shareholders at the annual meeting. Annual statement — contents (2) With respect to each of the financial years to which it relates, the annual statement of a company must contain the prescribed statements and any information that is in the opinion of the directors necessary to present fairly, in accord­ance with the accounting principles referred to in subsection (4), the financial position of the company as at the end of the financial year to which it relates and the results of the operations and changes in the financial position of the company for that financial year. Additional information (3) A company shall include with its annual statement (a) a list of the subsidiaries of the company, other than subsidiaries that are not required to be listed by the regulations and subsidiaries acquired pursuant to section 457 or pursuant to a realization of security in accordance with section 458 and which the company would not otherwise be permitted to hold, showing, with respect to each subsidiary, (i) its name and the address of its head or principal office, (ii) the book value of the aggregate of any shares of the subsidiary beneficially owned by the company and by other subsidiaries of the company, and (iii) the percentage of the voting rights attached to all the outstanding voting shares of the subsidiary that is carried by the aggregate of any voting shares of the subsidiary beneficially owned by the company and by other subsidiaries of the company; and (b) such other information as the Governor in Council may, by order, require in such form as may be prescribed. Accounting principles (4) The financial statements referred to in subsection (1), paragraph (3)(b) and subsection 315(1) shall, except as otherwise specified by the Superintendent, be prepared in accordance with generally accepted accounting principles, the primary source of which is the Handbook of the Chartered Professional Accountants of Canada. A reference in any provision of this Act to the accounting principles referred to in this subsection shall be construed as a reference to those generally accepted accounting principles with any specifications so made. Regulations (5) The Governor in Council may make regulations respecting subsidiaries that are not required to be listed for the purposes of paragraph (3)(a). 1991, c. 45, s. 313; 1997, c. 15, s. 369; 2001, c. 9, s. 514; 2005, c. 54, s. 434; 2017, c. 26, s. 62
Trust and Loan Companies Act — T-19.8 314
Annual statement — approval 314 (1) The directors of a company shall approve the annual statement and their approval shall be evidenced by the signature or a printed or otherwise mechanically reproduced facsimile of the signature of (a) the chief executive officer or, in the event of that officer’s absence or inability to act, any other officer of the company authorized by the directors to sign in the stead of the chief executive officer; and (b) one director, if the signature required by paragraph (a) is that of a director, or two directors if the signature required by that paragraph is that of an officer who is not a director. Condition precedent to publication (2) A company shall not publish copies of an annual statement unless it is approved and signed in accordance with subsection (1). 1991, c. 45, s. 314; 2005, c. 54, s. 435