Bank Act — B-1.01 277
the notice referred to in subsection (6), send to each dissenting shareholder who sent a notice (a) a written offer to pay for their shares in an amount considered by the directors of the bank to be the fair value, accompanied by a statement showing how the fair value was determined; or (b) if subsection (25) applies, a notice that it is unable to lawfully pay dissenting shareholders for their shares. Same terms (12) Every offer made under subsection (11) for shares of the same class or series is to be on the same terms. Payment (13) Subject to subsection (25), a bank shall pay for the shares of a dissenting shareholder within 10 days after the day on which an offer made under subsection (11) is accepted, but the offer lapses if the bank does not receive an acceptance within 30 days after the day on which the offer is made. Court may fix fair value (14) If a bank fails to make an offer under subsection (11) or if a dissenting shareholder fails to accept an offer, the bank may, within 50 days after the day on which the action approved by the resolution from which the shareholder dissents becomes effective or within any further period that a court may allow, apply to the court to fix a fair value for the shares of any dissenting shareholder. Shareholder application (15) If a bank fails to apply to a court under subsection (14), a dissenting shareholder may apply to a court for the same purpose within a further period of 20 days or within any further period that the court may allow. Venue (16) An application under subsection (14) or (15) is to be made to a court having jurisdiction where the bank’s head office is situated or, if the bank carries on business in the province in which the dissenting shareholder resides, in that province. No security for costs (17) A dissenting shareholder is not required to give security for costs in an application made under subsection (14) or (15). Parties and Superintendent (18) On an application to a court under subsection (14) or (15), (a) all dissenting shareholders whose shares have not been purchased by the bank are to be joined as parties and are bound by the decision of the court; (b) the bank shall notify each of them of the date, place and consequences of the application and their right to appear and be heard in person or by counsel; and (c) the bank shall notify the Superintendent of the date and place of the application and the Superintendent may appear and be heard in person or by counsel. Powers of court (19) On an application to a court under subsection (14) or (15), the court may determine whether any other person is a dissenting shareholder and is to be joined as a party and the court shall then fix a fair value for the shares of all dissenting shareholders. Appraisers (20) The court may appoint one or more appraisers to assist the court to fix a fair value for the shares of the dissenting shareholders. Final order (21) The final order of the court is to be rendered against the bank in favour of each dissenting shareholder for the value of the shares as fixed by the court. Interest (22) The court may allow a reasonable rate of interest on the amount payable to each dissenting shareholder from the date the action approved by the resolution from which the shareholder dissents becomes effective until the date of payment. Notice that s. (25) applies (23) If subsection (25) applies, the bank shall within 10 days after an order is made under subsection (21) notify each dissenting shareholder that it is unable to lawfully pay dissenting shareholders for their shares. Effect of s. (25) (24) If subsection (25) applies, a dissenting shareholder may by written notice delivered to the bank within 30 days after receiving notice under subsection (23) (a) withdraw their notice of dissent, in which case the bank 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 bank, to be paid as so